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, 1996
                            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                     Identification No.)
        Organization)
                                                     53140
             5935 Seventh Avenue                  (ZIP Code)
             Kenosha, Wisconsin
     (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
   December 6, 1996, the aggregate market value of the voting stock held by
   non-affiliates of the registrant was $96,743,000.*

   The number of shares of Common Stock outstanding as of December 6, 1996
   was 3,290,168 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE

   PARTS II and IV - Portions of the Annual Report to Shareholders for the
   fiscal year ended September 30, 1996 are incorporated by reference into
   Parts II and IV hereof.

   PART III - Portions of the Proxy Statement for the 1997 Annual Meeting of
   Shareholders to be held on January 30, 1997 are incorporated by reference
   into Part III hereof.

   * 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.  This change did not have a material effect on the
   business of the Bank or the Company.  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.

        On December 16, 1994, the Company acquired Amity Bancshares, Inc.
   ("Amity") and its wholly owned subsidiary Amity Federal Bank for Savings
   ("Amity Federal") for approximately $24.8 million in cash.  In the
   transaction, Amity was ultimately merged with and into the Company and
   Amity Federal was merged with and into the Bank. Pro forma results of
   operations for 1994 and 1995, assuming the acquisition had occurred at
   October 1, 1993, would not differ materially from previously reported
   results of the Company. 

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


   Market Area

        At September 30, 1996, 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 80,000 and is located in
   southeastern Wisconsin approximately 30 miles south of Milwaukee,
   Wisconsin and 50 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.

        While the Bank intends to continue to focus its business operations
   on its primary market area, the Bank will also consider expansion
   opportunities as they present themselves, particularly in the Bank's
   primary market area and contiguous markets.  

   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, 1995 based on its own calculation using publicly
   available data: Kenosha County, Wisconsin - 27%; Walworth County,
   Wisconsin - 5%; Racine County, Wisconsin - less than 1%, Lake County,
   Illinois - 1%, and Cook County, Illinois - less than 1%.

   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. 
   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.

   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
                                                            1992                    1993                     1994     
                                                     Amount      Percent     Amount      Percent      Amount      Percent
    Real Estate Loans:                                                     (dollars in thousands)

     <S>                                             <C>          <C>       <C>            <C>        <C>         <C> 
     One- to four-family (1)    . . . . . . . . .    $261,558     69.34%    $292,093       69.97%     $307,169    68.17%  
     Multi-family   . . . . . . . . . . . . . . .      31,921      8.46       31,254        7.49        30,667     6.81   
     Commercial   . . . . . . . . . . . . . . . .      36,351      9.64       46,570       11.15        51,962    11.53   
     One- to four-family  construction (2)  . .         9,546      2.53        8,532        2.04        12,185     2.70   
     Other construction and land  . . . . . . . .      11,568      3.07       13,238        3.17        16,474     3.66
                                                      -------   -------      -------      -------      -------  -------
    Total real estate loans . . . . . . . . . . .     350,944     93.04      391,687       93.82       418,457    92.88   
                                                      -------   -------      -------      ------       -------  -------   
    Other Loans:
     Consumer loans:
       Home equity  . . . . . . . . . . . . . . .       8,388      2.22        9,570        2.29        12,051     2.67
       Student  . . . . . . . . . . . . . . . . .       1,943      0.52        2,341        0.56         3,010     0.67   
       Automobile . . . . . . . . . . . . . . . .       1,215      0.32          906        0.22           565     0.13   
       Other consumer loans . . . . . . . . . . .       3,634      0.96        3,857        0.92         4,030     0.89   
     Commercial business loans  . . . . . . . . .      11,074      2.94        9,142        2.19        12,436     2.76   
                                                    ---------   -------     --------    --------      --------  -------   
    Total other loans . . . . . . . . . . . . . .      26,254      6.96       25,816        6.18        32,092     7.12   
                                                    ---------    -------    --------    --------      --------  -------   
    Gross loans receivable  . . . . . . . . . . .     377,198    100.00%     417,503      100.00%      450,549   100.00%  
                                                                 ======                 ========                =======   

    Add:  Accrued interest  . . . . . . . . . . .       2,536                  2,414                     2,723 
    Less:
     Undisbursed portion of loan
       proceeds . . . . . . . . . . . . . . . . .     (21,463)               (26,844)                  (19,119)
     Unamortized loan fees  . . . . . . . . . . .      (2,650)                (2,482)                   (2,220)
     Allowance for losses on loans  . . . . . . .      (4,204)                (4,937)                   (5,327)
     Allowance for uncollected
       interest . . . . . . . . . . . . . . . . .        (457)                  (859)                   (1,037)
                                                    ---------               --------                 --------- 
       Total additions/deductions . . . . . . . .     (26,238)               (32,708)                  (24,980)
                                                    ---------               --------                 --------- 
    Total loans receivable, net . . . . . . . . .    $350,960               $384,795                  $425,569 
                                                     ========               ========                   ======= 
   <CAPTION>

    Loan Portfolio Composition:                                               September 30
                                                                   1995                            1996     
                                                          Amount          Percent          Amount        Percent
    <S>                                                     <C>               <C>           <C>             <C>  
    Real Estate Loans:
     One- to four-family (1)    . . . . . . . . . .         $399,467          72.90%        $418,647        70.01%  
     Multi-family   . . . . . . . . . . . . . . . .           27,810           5.08           24,993         4.18   
     Commercial   . . . . . . . . . . . . . . . . .           49,393           9.01           54,671         9.14   
     One- to four-family  construction (2)  . . .             11,057           2.02            7,598         1.27   
     Other construction and land  . . . . . . . . .           20,629           3.77           30,161         5.04   
                                                            --------          ------        --------       ------   
    Total real estate loans . . . . . . . . . . . .          508,356          92.78          536,070        20.33
                                                            --------         ------         --------       ------
    Other Loans:
     Consumer loans:
       Home equity  . . . . . . . . . . . . . . . .           22,741           4.15           43,893         7.34   
       Student  . . . . . . . . . . . . . . . . . .            3,613           0.66            4,040         0.68   
       Automobile . . . . . . . . . . . . . . . . .            1,020           0.19            1,553         0.26   
       Other consumer loans . . . . . . . . . . . .            1,323           0.24            1,732         0.29   
     Commercial business loans  . . . . . . . . . .           10,853           1.98           10,691         1.79   
                                                             -------         ------         --------       ------   
    Total other loans . . . . . . . . . . . . . . .           39,550           7.22           61,909        10.36   
                                                             -------          -----         --------       ------   
    Gross loans receivable  . . . . . . . . . . . .          547,906         100.00%         597,979       100.00%  
                                                                            =======                       =======   
    Add:  Accrued interest  . . . . . . . . . . . .            3,390                           3,718 
    Less:
     Undisbursed portion of loan
       proceeds . . . . . . . . . . . . . . . . . .          (31,531)                        (30,100)
     Unamortized loan fees  . . . . . . . . . . . .           (2,017)                         (2,104)
     Allowance for losses on loans  . . . . . . . .           (5,271)                         (5,773)
     Allowance for uncollected
       interest . . . . . . . . . . . . . . . . . .             (195)                           (938)
                                                            --------                        -------- 
       Total additions/deductions . . . . . . . . .          (35,624)                        (35,197)
                                                            --------                        -------- 
    Total loans receivable, net . . . . . . . . . .         $512,282                        $562,782 
                                                            ========                        ======== 


   (1)  Includes construction/permanent loans to persons intending to occupy
        their homes upon the completion of construction totalling $30.3
        million, $37.3 million, $22.5 million, $46.7 million and $50.7
        million as of September 30, 1992, 1993, 1994, 1995 and 1996,
        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, 1996. 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                   Commercial   Construction                              Total
                              Four-        Multi-         Real           and      Commercial                  Loans
        Maturing              Family        Family       Estate         Land      Business      Consumer   Receivable 
                                                                   (In thousands)

    <S>                        <C>           <C>           <C>            <C>         <C>          <C>        <C>   
    Within one year . . .        $9,428         $364        $15,257       $11,973      $4,340       $1,323    $42,685 
    After one year:
      1 to 3 years  . . .         9,769        2,010         21,500        12,528       3,586        3,978     53,371 
      3 to 5 years  . . .         6,595          678          3,931         7,379       1,730        8,668     28,981 
      5 to 10 years   . .        23,035        2,120          5,029         5,588         944       31,409     68,125 
      10 to 20 years  . .       105,149        8,181          8,032           291          91        5,840    127,584 
      Over 20 years   . .       264,671       11,640            922                         -            -    277,233 
                               --------     --------       --------     ---------   ---------    ---------  --------- 
    Total due after one
      year  . . . . . . .       409,219       24,629         39,414        25,786       6,351       49,895    555,294 
                               --------       ------        -------       -------    --------      -------  --------- 
    Gross loan receivable      $418,647      $24,993        $54,671       $37,759     $10,691      $51,218    597,979 
                               ========      =======        =======       =======     =======      =======

    
    Add:  Accrued interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       3,718 
    Less: Undisbursed portion of loan proceeds  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     (30,100)
    Less: Unamortized loan fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (2,104)
    Less: Allowance for losses on loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (5,773)
    Less: Allowance for uncollected interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        (938)
                                                                                                             -------- 
    Loans receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $562,782  
                                                                                                             ======== 
   </TABLE>

      The following table sets forth, at September 30, 1996, the dollar
   amount of all loans due after September 30, 1997 and whether such loans
   have fixed interest rates or adjustable interest rates.

                                       Due after September 30, 1997
                                         Fixed   Adjustable        Total
    Real estate loans:                        (In thousands)

      One- to four-family   . . .     $121,528     $287,691     $409,219
      Multi-family  . . . . . . .        6,807       17,822       24,629
      Commercial real estate  . .       19,399       20,015       39,414
      Construction and land   . .        8,720       17,066       25,786
                                      --------     --------     --------
      Total real estate loans   .      156,454      342,594      499,048

    Other loans . . . . . . . . .       26,180       30,066       56,246
                                      --------     --------     --------
      Total loans receivable  . .     $182,634     $372,660     $555,294
                                       =======      =======      =======


   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, 1996, based on the above, the
   Bank's regulatory loan-to-one-borrower limit was $9.6 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 as
   well as title insurance 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 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, 1996, $418.6 million, or 70.0%
   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, 1996, the Bank had
   $107.7 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, 1996, the Bank had approximately
   $26.8 million of Non-index ARMs and $254.2 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, 1996, one- to four-family residential loans
   included $50.7 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, although most current originations have
   either adjustable rates or fixed rates with terms to maturity of five
   years or less. 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, 1996, the Bank had (in addition to loans to
   unconsolidated partnerships) 12 borrowers on multi-family and commercial
   real estate loans that were indebted to the Bank in excess of $3.0 million
   and 22 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
   $10.1 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. The
   Bank has not purchased any construction or land loans or made any such
   loans on properties more than 100 miles from 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, 1996, the Bank had $ 7.6 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, 1996, 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,
   1996, 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, 1996, the Bank had only one commercial business loan with a
   balance 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,  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, 1996,  the Bank serviced
   $179.2 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   
                                             1994        1995       1996 
                                                   (In thousands)
    Mortgage Loans (gross):
     At beginning of period   . . . . . .   $391,687   $418,457   $508,356 
     Business acquisitions  . . . . . . .         -      33,448          - 
     Mortgage loan originations:
       One- to four-family  . . . . . . .    136,970    114,214    170,377 
       Multi-family . . . . . . . . . . .     10,004      4,807        525 
       Commercial real estate, other                                       
        construction and land   . . . . .     28,806     62,499     78,224 
                                             -------    -------    ------- 
          Total mortgage loans
           originations and acquisitions     175,780    214,968    249,126 
                                             -------    -------    ------- 
     Mortgage loans purchased:
       One- to four-family  . . . . . . .      4,755      9,929          - 
       Multi-family . . . . . . . . . . .         -          -           - 
       Commercial real estate . . . . . .         -          -           - 
                                            --------    -------   -------- 
          Total mortgage loans purchased       4,755      9,929         0  
                                            --------    -------   -------- 
          Total mortgage loans originated
           and purchased  . . . . . . . .    180,535    224,897    249,126 
                                                                
     Principal repayments   . . . . . . .   (106,471)  (116,918)  (165,561)
     Transfers (to) from foreclosed                                        
       properties . . . . . . . . . . . .        184     (2,152)      (748)
                                                                           
     Sales of fixed rate loans  . . . . .    (47,478)   (15,928)   (55,103)
                                            --------   --------   -------- 
     At end of period   . . . . . . . . .   $418,457   $508,356   $536,070 
                                            ========   ========   ======== 
    Commercial Business Loans (gross):
     At beginning of period   . . . . . .     $9,142    $12,436    $10,853 
     Business acquisitions  . . . . . . .          -         95          - 
     Commercial loans originated  . . . .     16,017     15,650     15,772 
     Commercial loans purchased   . . . .          -           -          -
     Commercial loans sold  . . . . . . .          -           -          -
     Principal repayments   . . . . . . .    (12,723)   (17,328)   (15,934)
                                             -------   --------   -------- 
     At end of period   . . . . . . . . .    $12,436    $10,853    $10,691 
                                             =======   ========    ======= 

    Consumer Loans (gross):
     At beginning of period   . . . . . .    $16,674    $19,656    $28,697 
     Business acquisitions  . . . . . . .          -      3,638          - 
     Consumer loans originated  . . . . .     15,504     22,091     44,622 
     Principal repayments   . . . . . . .    (12,522)   (16,688)   (22,101)
                                             -------    -------    ------- 
     At end of period   . . . . . . . . .    $19,656    $28,697    $51,218 
                                             =======    =======    ======= 


   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 10 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, 1995 and 1996.

   <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, 1995
    Real estate:
     One- to four-family           4      $350          0.09%      6       $604        0.15%         10        $954        0.24%
     Multi-family and
      commercial  . . . .          1       214          0.28       4      1,685        2.18           5       1,899        2.46 
     Construction and land         1       177          0.56       -          -          -            1         177        0.56 
    Commercial business .          3        94          0.87       3        105        0.97           6         199        1.84 
    Consumer  . . . . . .          9        61          0.21       2         13        0.05          11          74        0.26 
                                ----      ----                  ----      -----                    ----       -----             
    Total . . . . . . . .         18      $896          0.16%     15     $2,407        0.44%         33      $3,303        0.60%
                                ====      ====          ====    ====      =====        ====        ====       =====        ==== 
    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%
                                ====     =====          ====    ====      =====        ====        ====       =====        ==== 
   </TABLE>

        As of September 30, 1996, loans delinquent 60 days or more totalled
   $4.7 million compared to $3.3 million as of September 30, 1995.  As a
   percent of total loans receivable, delinquencies increased from 0.60% as
   of September 30, 1995 to 0.79% as of September 30, 1996. 

        Foreclosed Properties. Foreclosed properties decreased from $2.1
   million as of September 30, 1995 to $1.4 million as of September 30, 1996. 
   As of September 30, 1996, there were no foreclosed properties with
   individual balances 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  
                                                1995        1996
                                                (In thousands)
    Non-performing loans:
     One- to four-family  . . . . . . . . .     $604          $574 
     Commercial real estate   . . . . . . .    1,685           708 
     Construction and land  . . . . . . . .       -          1,774 
     Commercial business  . . . . . . . . .      105           274 
     Consumer and other   . . . . . . . . .       13            84 
                                               -----         ----- 
     Total non-performing loans   . . . . .    2,407         3,414 
                                               -----         ----- 
    Foreclosed properties:
     One- to four-family  . . . . . . . . .    1,547           869 
     Commercial real estate   . . . . . . .      533           534 
     Land   . . . . . . . . . . . . . . . .       -             -
                                               -----         ----- 
     Total foreclosed properties  . . . . .    2,080         1,403 
                                               -----         ----- 
    Total non-performing assets . . . . . .    4,487         4,817 

    Non-performing assets not included in
     classified assets due to adequate
     collateral value:
     One- to four-family loans  . . . . . .       (4)          (38)
     Commercial real estate loans   . . . .        -            -  
     Consumer loans   . . . . . . . . . . .        -           (15)
     Foreclosed properties  . . . . . . . .     (875)         (631)
    Additional classified assets (not
     considered non-performing):                                   
     One- to four-family loans  . . . . . .    1,053         1,216 
     Multi-family loans   . . . . . . . . .      208            -  
     Consumer loans   . . . . . . . . . . .       11            44 
     Commercial real estate loans   . . . .    1,891         1,311 
     Construction and land  . . . . . . .        177            -  
     Commercial business  . . . . . . . . .      222            -  
                                               -----         ----- 
    Total classified assets . . . . . . . .   $7,170        $6,704 
                                               =====         ===== 


        Total classified assets decreased to $6.7 million as of September 30,
   1996 from $7.2 million as of September 30, 1995.

        As of September 30, 1996, classified assets included one group of
   loans with an aggregate balance in excess of $1,000,000. This group of
   loans consists of seven loans to a builder with an aggregate balance of
   $1.8 million secured by single-family  residences in a Chicago suburban
   subdivision.

        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, 1996, management is not aware of any significant
   potential problem loans which are not included in non-performing loans.

        For the years ended September 30, 1996 and 1995, additional interest
   income which would have been recorded had the non-performing loans been
   current in accordance with their original terms amounted to $265,000 and
   $698,000, 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 $103,000 and $29,000,
   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, 1996.  
   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 shown on the following page.


   Distribution of the Bank's allowance for losses on loans:   (dollars in
   thousands)

   <TABLE>
   <CAPTION>
                                                     September 30, 1992                        September 30, 1993         
                                                                       Percent of                                 Percent of
                                                                        Loans in                                   Loans in
                                             Allowance      Total         Each       Allowance        Total          Each
                                             for Losses     Loan      Category to    for 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  . . . . . . . . .      $  639      $271,104       71.87%       $  708         $300,625        72.01%
     Multi-family and commercial    . . . .       2,851        79,840       21.17         3,377           91,062        21.81 
    Consumer loans  . . . . . . . . . . . .         315        15,180        4.02           320           16,674         3.99 
    Commercial business . . . . . . . . . .         399        11,074        2.94           532            9,142         2.19 
                                                  -----       -------      ------         -----          -------       ------ 
     Total  . . . . . . . . . . . . . . . .      $4,204      $377,198      100.00%       $4,937         $417,503       100.00%
                                                  =====       =======      ======         =====          =======       ====== 
   <CAPTION>
                                            September 30, 1994                             September 30, 1995           
                                                                Percent of                                     Percent of
                                  Allowance       Total       Loans in Each     Allowance        Total        Loans in Each
                                  for Losses       Loan        Category to      for 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   .          $ 789       $319,355           70.88%        $1,262          $410,524          72.90%
     Multi-family and
       commercial   . . . . .          3,556         99,103           22.00          2,824            97,832          19.88 
    Consumer loans  . . . . .            330         19,656            4.36            360            28,697           5.24 
    Commercial business . . .            652         12,436            2.76            825            10,853           1.98 
                                      ------        -------          ------          -----           -------         ------ 
     Total  . . . . . . . . .         $5,327       $450,550          100.00%        $5,271          $547,906         100.00%
                                      ======        =======          ======          =====           =======         ====== 

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

    <S>                               <C>          <C>              <C>
    Real estate loans:
     One- to four- family   .         $1,782       $426,245          71.28%
     Multi-family and
       commercial   . . . . .          2,824        109,824          18.37 
    Consumer loans  . . . . .            351         51,219           8.57 
    Commercial business . . .            816         10,691           1.78 
                                       -----        -------         ------ 
     Total  . . . . . . . . .         $5,773       $597,979         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  
                                     1994         1995         1996   
                                 (In thousands)
    At beginning of period  . .     $215,639     $240,676     $351,599 
    Business acquisitions . . .           -        34,168           -  
    Purchases . . . . . . . . .      119,040      118,139       46,924 
    Principal repayments and         (88,015)     (37,782)     (59,016)
      amortization  . . . . . .
    Sales . . . . . . . . . . .           -        (9,459)          -  
    Market value adjustment . .       (5,988)       5,857       (1,713)
                                     -------      -------      ------- 
    At end of period  . . . . .     $240,676     $351,599     $337,794 
                                     =======      =======      ======= 

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

   <TABLE>
   <CAPTION>
                                                                 September 30                  
                Type                        1992        1993          1994          1995          1996   
                                                                 (In thousands)

    <S>                                    <C>           <C>           <C>          <C>            <C>
    Mortgage-backed securities held
     to maturity:
     One- to four-family  . . . . . .      $139,207      $164,921      $ 29,201     $ 44,767       $ 11,011
     Multi-family   . . . . . . . . .         5,760         4,843            -            -               -
     Commercial real estate   . . . .         1,547            80            -            -               -
                                            -------       -------       -------      -------         ------
                                            146,514       169,844        29,201       44,767         11,011
    Mortgage-related securities held
     to maturity:
     Fixed-rate CMOs (1-4 family)            40,958        35,610        69,633      107,700        132,246
     Floating-rate CMOs (1-4 family)             -             -             -        43,606         39,224
     Interest-only strips   . . . . .           234            91            -            -              - 
     Principal-only strips  . . . . .         1,282        10,071            -            -              - 
     CMO residual   . . . . . . . . .            81            23            -            -              - 
                                            -------       -------       -------     -------        ------- 
                                             42,555        45,795        69,633      151,306        171,470
    Mortgage-backed securities
     One-to four-family   . . . . . .            -             -        129,000      143,971        139,766
     Multi-family   . . . . . . . . .            -             -          2,213        1,060            321
                                            -------        ------       -------      -------         ------
                                                 -             -        131,213      145,031        140,087
    Mortgage-related securities
     available for sale:
     CMOs (1-4 family)  . . . . . . .            -             -              -            -          5,684
     Interest-only strips   . . . . .            -             -          3,948        2,738          2,815
     Principal-only strips  . . . . .            -             -          6,681        7,757          6,727
                                            -------        ------       -------      -------         ------
                                                 -             -         10,629       10,495         15,226
                                            -------        ------       -------      -------         ------    
    Total mortgage securities . . . .      $189,069      $215,639      $240,676     $351,599       $337,794
                                            =======       =======       =======      =======        =======
   </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, 1996 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 is similiar to the risks
   involved in holding mortgage-backed securities.  The risks relating to the
   fixed-rate securities are (1) that 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) that prepayment
   rates on the underlying mortgage-backed securities will exceed projections
   resulting in a shorter than expected life probably during a period in
   which the funds will have to 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 ates 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 1996 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, 1996, the Bank's
   liquidity ratio (liquid assets as a percentage of net withdrawable savings
   and current borrowings) was 9.5% 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>
                                                                      At September 30
                                                  1994                     1995                     1996
                                           Carrying      % of      Carrying       % of      Carrying      % of
                                             Value      Total       Value        Total        Value       Total 

    <S>                                      <C>          <C>        <C>            <C>       <C>          <C>
    Securities available for sale:
     U.S. government and agency
       securities . . . . . . . . . . .      $ 8,857      100.0%     $25,016        100.0%    $29,385      100.0%
                                              ------     ------      -------        -----      ------      ----- 
     Total    . . . . . . . . . . . . .      $ 8,857      100.0%     $25,016        100.0%    $29,385      100.0%
                                              ======     ======       ======        =====      ======      ===== 
    Other investments:
     Demand deposits in other financial
       institutions . . . . . . . . . .      $19,029       67.0%      $9,603         48.6%    $17,715       48.6%
     Time deposits in other financial
       institutions . . . . . . . . . .          427        1.5          308          1.6         611        2.3 
                                              ------     ------       ------        -----      ------      ----- 
     Subtotal   . . . . . . . . . . . .       19,456       68.5        9,911         50.2      18,326       50.2 
     FHLB stock   . . . . . . . . . . .        8,941       31.5        9,848         49.8       8,796       32.4 
                                             -------     ------       ------        -----      ------      ----- 
    Total   . . . . . . . . . . . . . .      $28,397      100.0%     $19,759        100.0%    $27,122      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, 1996                    
                                                                                            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)        $29,385        $    -        $     -      $29,385       $ 29,385
                                             ======         =====         ======       ======        =======
    Other investments:
     Demand deposits in other
       financial institutions . . . .      $ 17,715        $    -        $     -     $ 17,715        $17,715
     Time deposits in other financial
       institutions . . . . . . . . .           511           100              -          611            611
                                             ------          ----         ------      -------         ------
     Total    . . . . . . . . . . . .       $18,226          $100        $     -      $18,326        $18,326
                                             ======          ====         ======      =======         ======

    Total securities available for
     sale and other investments   . .       $47,611          $100        $     -      $47,711       $47,711 
                                             ======          ====         ======       ======        ======
    Weighted average yield  . . . . .         6.89%                                      6.89%
                                             =====                                       ==== 
   _________________________

   (1)  $20.8 million of such securities contractually mature between one and
        five years from September 30, 1996 but are classified as maturing in
        one year as they are available for sale.
   </TABLE>

   Subsidiaries

        As of September 30, 1996, the Bank had four active wholly-owned
   subsidiaries, Advantage Real Estate Services, Inc. ("ARES"), Advantage
   Investments, Inc. ("AII"), Advantage Financial Services and Insurance,
   Inc.("AFS&I"), and Advantage Financial Center, Inc.("AFC").  The Bank also
   had one inactive subsidiary, Amity Service Corporation, which formerly
   engaged in insurance sales.

        As of September 30, 1996, ARES had investments in three partnerships,
   Cranberry III Partnership, Geneva Professional Building Associates, and
   Pleasantview Limited Partnership with book values of $743,000 and
   $182,000, and $504,000, respectively.  These partnerships have investments
   in real estate.  In addition to ARES' investment, the Bank has a total of
   $6.0 million in adjustable-rate mortgage loans to the Cranberry III
   Partnership as of September 30, 1996.  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, 1996, AII's total investment in mortgage-related securities was 
   $181.2 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 1996 fiscal
   year were $596,000. 

        AFC began business on August 21, 1995 after the Bank completed the
   cash purchase of substantially all of the assets of The Financial Center
   of Illinois, Inc.  AFC has offices in Wauwatosa (Milwaukee area),
   Wisconsin and Naperville (Chicago area),  Illinois and is engaged in the
   business of mortgage brokerage.  Total fees and commissions generated by
   AFC for the 1996 fiscal year were $2.2 million.

   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 $108.7 million and $89.3 million in brokered certificates of
   deposits as of  September 30, 1995 and September 30, 1996, 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            1994           1995            1996
                                        (In thousands)
    below 4.00% . . . .        $13,191          $2,141             $114
    4.00 - 5.99%  . . .        134,623         176,292          183,666
    6.00 - 7.99%  . . .         47,824         122,341          115,153
    8.00% and above . .          8,573           1,668              552
                              --------         -------         --------
                              $204,211        $302,442         $299,485
                              ========         =======          =======

        The following table presents, by various interest-rate intervals, the
   amounts of long-term (one year and over) time deposits at September 30,
   1996 maturing during the periods indicated.

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

    <S>                             <C>    <C>       <C>          <C>    <C>         <C>
    Accounts maturing in year
       ending:
     September 30, 1997   . . . .    $94    128,480   $48,709     $143   $177,426     59.2%
     September 30, 1998   . . . .      0     36,325    47,666      292     84,283     28.2 
     September 30, 1999   . . . .     20     13,233     7,631      117     21,001      7.0 
     After September 30, 1999   .      0      5,628    11,147        -     16,775      5.6 
                                    ----    -------   -------     ----    -------    ----- 
    Total . . . . . . . . . . . .   $114   $183,666  $115,153     $552   $299,485    100.0%
                                    ====    =======   =======     ====    =======    ===== 
    Percent of total  . . . . . .   0.0%      61.3%     38.5%     0.2%     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, 1996 by time
   remaining to maturity.

                                                      September 30,
                                                           1996    
                Maturities                            (In thousands)
    October 1, 1996 through December 31, 1996 . . . .       $    430
    January 1, 1997 through March 31, 1997  . . . . .          5,346
    April 1, 1997 through June 30, 1997 . . . . . . .          3,151
    July 1, 1997 through September 30, 1997 . . . . .          3,053
    October 1, 1997 and after . . . . . . . . . . . .          4,414
                                                              ------
                                                             $16,394
                                                              ======

        The Bank's deposit base at September 30, 1996 included $409.2 million
   of certificates of deposits with a weighted average interest rate of
   5.67%.  Of these certificates of deposit, $287.1 million will mature
   during the 12 months ending September 30, 1997.  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
                                             1994         1995       1996  
                                                    (In Thousands)
    Maximum month-end balance:
     FHLB borrowings  . . . . . . . . .      $172,810    $163,010    $175,910
     Securities sold under agreements to
       repurchase . . . . . . . . . . .         2,850      12,110      48,355
    Average daily balance:
     FHLB borrowings  . . . . . . . . .       149,577     150,484     165,131
     Securities sold under agreements to
       repurchase . . . . . . . . . . .         2,333       4,289      19,779

        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        
                                            1994         1995        1996  
                                               (Dollars in thousands)
    FHLB borrowings . . . . . . . . . .     $133,410    $163,010     $175,910
    Securities sold under agreements to
     repurchase   . . . . . . . . . . .        2,400      12,110       48,355
                                             -------     -------      -------
    Total borrowings  . . . . . . . . .     $145,160    $175,120     $224,265
                                             =======     =======      =======
    Weighted average interest rate of
     FHLB borrowings  . . . . . . . . .        5.70%       6.20%        6.16%
    Weighted average interest rate of
     securities sold under agreements
     to repurchase  . . . . . . . . . .        4.90%       5.77%        5.66%


   Employees

        At September 30, 1996, the Company and its subsidiaries had a total
   of 262 full-time employees and 48 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.

   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, 1996 was $101,000 (based upon the Bank's assets as of
   March 31, 1996 of $979 million and the current OTS assessment rate).

   Recent Federal Legislative Developments

        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.  Premium rates for other BIF-insured institutions currently
   range from $0.03 to $0.27 per $100 of deposits.

        Prior to September 30, 1996, 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, it is expected that SAIF insurance premiums will be
   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, beginning 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.  The
   Department of the Treasury is directed to provide Congress with a report
   on re-chartering by March 31, 1997.  

        See "Federal and State Taxation" below for a discussion of 1996
   legislation affecting the taxation of savings associations.

   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.  Because some of the provisions of FDICIA are still in
   the process of being implemented through the adoption of regulations by
   the various federal banking agencies, the Bank cannot yet fully assess the
   effect of these provisions on its operations.

        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, 1996, the Bank had $89.3 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 the SAIF deposit insurance fund of the 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.

        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.  The 1996 Deposit Insurance Act described above imposed a one time
   assessment (approximately .657% of SAIF deposits as of March 31, 1995) on
   SAIF insured institutions such as the Bank in order to cause the SAIF to
   achieve the designated reserve ratio of 1.25% of SAIF insured deposits. 
   See "Recent Federal Legislative Developments" above.

        As of September 30, 1996, the Bank had approximately $630 million of
   deposit accounts covered by deposit insurance and was classified as well
   capitalized and healthy.  For the year ended on such date, the Bank paid
   an annual insurance premium of .23% of deposits.  However, as a result of
   the 1996 Deposit Insurance Act, effective as of January 1, 1997, the
   insurance premium rate for SAIF members will be reduced to (i) the
   statutory minimum premium of $2,000 annually for the most highly-rated
   institutions and (ii) approximately 0.03% to 0.27% of insured deposits for
   the remaining institutions (plus, in each case, .064% for payment of the
   FICO obligations).  

        On October 5, 1994 the FDIC issued an "Advance Notice of Proposed
   Rulemaking" pursuant to which the FDIC is soliciting comments on whether
   the deposit-insurance assessment base currently provided for in the FDIC's
   assessment regulations should be redefined.  Under current law insurance
   premiums paid to the FDIC are calculated by multiplying the institution's
   assessment base (which equals total domestic deposits, as adjusted for
   certain elements) by its assessment rate.  Based on the risk-based deposit
   insurance system, developments in the financial services industry, changes
   in the activities of depository institutions and other factors, the FDIC
   seeks comments on whether the assessment base should be redefined.  The
   FDIC has stated that review of the definition of "assessment base" does
   not signal any intent to change the total dollar amount of assessments
   collected, but that such redefinition may impact the assessments paid on
   an institution-by-institution basis.  Until final regulations are adopted
   affecting the definition of an institution's assessment base, management
   of the Company cannot predict what impact such regulation may have on Bank
   operations.

   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, 1996:

                                                                   Risk-
                                       Tangible        Core        based
                                       Capital       Capital      Capital
                                             (Dollars in thousands)

       Bank's regulatory percentage         5.72%         5.72%      13.48%
     Required regulatory percentage         1.50%         3.00%       8.00%
                                          -------       -------      ------
       Excess regulatory percentage         4.22%         2.72%       5.48%
                                           ======        ======      ======
          Bank's regulatory capital       $57,440       $57,440     $63,199
        Required regulatory capital        15,065        30,129      37,495
                                           ------        ------      ------
          Excess regulatory capital       $42,375       $27,311     $25,704
                                           ======        ======      ======


        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, 1996, the Bank had $5.5 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, 1996, 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, 1996, the Bank excluded all of its $7.4
   million investments in, and loans to, 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.  

        The OTS has issued a final regulation that would require a savings
   institution with "above normal" interest rate risk exposure to deduct from
   its total capital, for purposes of determining compliance with such
   requirement, an interest rate risk (IRR) component.  The IRR exposure for
   savings institutions 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, greater than 2% of the present
   value of its assets, that would result from a hypothetical 200 basis point
   increase or decrease 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.  Net Portfolio Value
   is the present value of expected cash flows from assets, liabilities and
   off-balance sheet contracts.  The effective date of this new requirement
   has not yet been established.  Management does not expect this rule to
   have a material impact of the Bank.

        Pursuant to FDICIA, in December of 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, 1996, 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.

        In December, 1994, the OTS issued a proposed regulation intended to
   simplify the current capital distribution regulation by replacing the
   "tiered" approach to allowing savings associations to make capital
   distributions with one that limits capital distributions to amounts that
   would permit savings associations to remain "adequately capitalized." 
   Relying on the previously promulgated "prompt corrective action"
   regulatory standards, an institution would be considered "adequately
   capitalized" if it has a total risk-based capital ratio of 8.0% or
   greater; a Tier 1 risk-based capital ratio of 4.0% or greater; and a
   leverage ratio of 4.0% or greater (or of 3.0% or greater, if it was rated
   composite "1" after its most recent examination).  Under the proposal,
   associations would not be permitted to make capital distributions that
   would cause capital to fall below the level required to remain adequately
   capitalized.  Until final regulations revising the capital distribution
   rules are enacted, management cannot predict what impact, if any, such
   revised regulations will have on the operations of the Bank.

   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.  At September 30, 1996,
   the Bank was in compliance with both liquidity requirements, with an
   average liquidity ratio of 9.5% and a short-term liquidity ratio of 5.9%.

   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, 1996, 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, 1996, the Bank's lending limit for loans-to-one-borrower
   not fully secured by marketable collateral was $9.6  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, 1996, 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, 1996, 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, 1996,
   the Bank had $175.9 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, 1996, the Bank had
   $8.8 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 1996 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 August, 1994, was "outstanding".

        In 1995, the OTS and other federal financial supervisory agencies
   issued a final revised regulation to implement the CRA.  The revised
   regulation, which will be phased in over a period of time and become fully
   effective on July 1, 1997, eliminates the twelve assessment factors under
   the prior regulation and substitutes a performance based evaluation
   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.

        Small institutions, which are defined as institutions with less than
   $250 million in total assets which are either independent or are
   affiliates of a holding company with banking and thrift assets of less
   than $1 billion, will continue to be evaluated under a streamlined
   assessment method that would exempt them from new data collection and
   reporting requirements.  

        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 not eligible for the small institution streamlined
   assessment method 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 data collection requirements under the revised regulation became
   effective January 1, 1996, with the reporting requirements to be effective
   January 1, 1997.  Evaluations under the lending, investment and service
   tests will generally begin July 1, 1997, although evaluations under the
   small institution performance standards, which will not utilize newly
   required data, began January 1, 1996.   

        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.  

        Management does not believe that the revised CRA regulations will
   materially impact the operations of the Bank.

   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. At
   September 30, 1996, the 6% and 12% limitations did not restrict the
   percentage bad debt deduction available to the Bank. 

        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 believes
   that it will engage in sufficient mortgage lending activity during fiscal
   years 1997 and 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 will determine 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, 1996, 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, are 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.

        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, 1984. 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,
   1996.

            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 63, 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 36 years.  He has
   been Chairman, President and Chief Executive Office of the Company since
   its inception in 1992.

        John Stampfl, age 41, 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 48, 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 62, joined the Bank in 1985 as Vice President-
   Mortgage Lending.  Mr. Muth has been involved in banking in various
   capacities for 43 years.  He has been Vice President of the Company since
   its inception in 1992.

        David W. Adam, age 31, 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, 1996, 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, 1996 of the properties owned was $12.5 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

     3747 Grand Avenue                       Leased           1991
     Gurnee, 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

    Possible future branch site
     12300 75th Street                        Owned           1989
     Bristol, Wisconsin

    Advantage Service Center
     5942 6th Ave.                            Owned           1993
     Kenosha, Wisconsin

    Advantage Financial Center, Inc.
     933 N. Mayfair Road                     Leased           1995
     Wauwatosa, Wisconsin

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


   Item 3.   Legal Proceedings

        As of September 30, 1996, 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,
   1996, 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 information contained on page 56 of the 1996 Annual Report to
   Shareholders (filed as an exhibit hereto) under the caption "Stock Price
   Information" and the information contained on page 39 of the 1996 Annual
   Report to Shareholders in Note 11 of the Notes to Consolidated Financial
   Statements which describes restrictions on dividend payments by the Bank
   is incorporated herein by reference.

   Item 6.   Selected Financial Data

        The table on page 6 captioned "Selected Consolidated Financial
   Information" of the 1996 Annual Report to Shareholders (filed as an
   exhibit hereto) is incorporated herein by reference.

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

        The information contained on pages 7 to 22 under the caption
   "Management's Discussion and Analysis of Financial Condition and Results
   of Operations" of the 1996 Annual Report to Shareholders (filed an an
   exhibit hereto) is incorporated herein by reference.

   Item 8.   Financial Statements and Supplementary Data

        The consolidated statements of financial condition of the Company and
   its subsidiaries as of September 30, 1996 and 1995 and the related
   consolidated statements of income, stockholders' equity and cash flows for
   each of the years in the three-year period ended September 30, 1996, along
   with the related notes to consolidated financial statements and the report
   of Ernst & Young LLP, independent certified public accountants, are
   incorporated herein by reference from pages 25 through 50 of the Company's
   1996 Annual Report to Shareholders (filed as an exhibit hereto).  The
   information under the caption "Quarterly Data" is also incorporated herein
   by reference from page 23 of the Company's 1996 Annual Report to
   Shareholders (filed as an exhibit hereto).

   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

        Information regarding the directors of the Company is included in the
   Company's Proxy Statement for the Annual Meeting to be held on January 30,
   1997, under the heading "Election of Directors" on pages 3 through 7, and
   the information included therein is incorporated herein by reference. 
   Information regarding the executive officers of the Company and the Bank
   is included under "Part I. Business" of this report.

   Item 11.  Executive Compensation

        Information regarding compensation of executive officers and
   directors is included in pages 5 through 7 of the Company's Proxy
   Statement for the Annual Meeting to be held on January 30, 1997, which
   pages are incorporated herein by reference; provided, however, that the
   section entitled "Report on Executive Compensation" shall not be deemed to
   be incorporated herein by reference.

   Item 12.  Security Ownership of Certain Beneficial Owners and Management

        Information regarding security ownership of certain beneficial owners
   and management is included in the Company's Proxy Statement for the Annual
   Meeting to be held on January 30, 1997, under the headings "Security
   Ownership of Certain Beneficial Owners" on pages 2 through 3, and the
   information included therein is incorporated herein by reference.

   Item 13.  Certain Relationships and Related Transactions

        Information regarding certain relationships and related transactions
   is included in the Company's Proxy Statement for the Annual Meeting to be
   held on January 30, 1997, under the heading "Officer, Director and
   Employee Loans" on page 12 and the information included therein is
   incorporated herein by reference.

                                 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 25, 1996, appearing in the 1996 Annual Report to
   Shareholders are incorporated herein by reference:

                                                           Page Number in
                                                            1996 Annual
                                                             Report to
                                                            Shareholders

    Report of Ernst & Young LLP, Independent Auditors . .        25
    Consolidated Statements of Financial Condition at
         September 30, 1995 and 1996  . . . . . . . . . .        26
    Consolidated Statements of Income for each year in the
         three-year period ended September 30, 1996 . . .        27
    Consolidated Statements of Stockholders' Equity for
         each year in the three-year period ended
         September 30, 1996 . . . . . . . . . . . . . . .        28
    Consolidated Statements of Cash Flows for each year in
         the three-year period ended September 30, 1996 .        29
    Notes to Consolidated Financial Statements  . . . . .        31

        The remaining information appearing in the Annual Report to
   Shareholders is not deemed to be filed as part of this report, except as
   expressly provided herein.

   (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. 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*  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)

           10.8*  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)

           10.9*  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)

           10.10* 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 Form 10-K
                  for the fiscal year ended September 30, 1994 filed on
                  December 27, 1994)

           10.11* 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)

           10.12* 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)

           10.13* 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:

                                                                        Fully
                                                        Primary       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 1995 is as follows:

                                                                        Fully
                                                         Primary      Diluted

    1.  Net income  . . . . . . . . . . . . . . .    $ 8,150,985  $ 8,150,985
                                                       =========    =========
    2.  Weighted average common shares
        outstanding . . . . . . . . . . . . . . .      3,451,743    3,451,743
    3.  Common stock equivalents due to dilutive
        effect of stock options . . . . . . . . .        254,493       257539
                                                       ---------    ---------
    4.  Total weighted average common shares and
        equivalents outstanding . . . . . . . . .      3,706,236    3,709,282
                                                       =========    =========
    5.  Earnings per share  . . . . . . . . . . .          $2.20        $2.20
                                                           =====        =====


        Exhibit No. 13.    1996 Annual Report to Shareholders.

           Portions of the 1996 Annual Report to Shareholders that have been
        incorporated by reference herein are included as Exhibit 13.  

        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),  Advantage Financial Services and Insurance, Inc. (incorporated
   in Wisconsin), Advantage Financial Center, Inc. (incorporated in
   Wisconsin) and Amity Service Corporation (incorporated in Illinois).


        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 25, 1996, with respect to the consolidated
        financial statements of Advantage Bancorp, Inc. incorporated by
        reference in the Annual Report (Form 10-K) for the year ended
        September 30, 1996.

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

        Exhibit No. 99.   Proxy Statement for 1997 Annual Meeting

        The Company's Proxy Statement for the Annual Meeting to be held on
   January 30, 1997 has been filed with the Securities and Exchange
   Commission and is incorporated by reference herein as an Exhibit to this
   Annual Report on Form 10-K.  Portions of the Proxy Statement have been
   incorporated herein by reference.  Except to the extent specifically
   incorporated by reference, the Proxy Statement is not deemed to be filed
   with the SEC as part of this Annual Report on Form 10-K.

   (b)  Forms 8-K

        No reports on Form 8-K were filed during the last quarter of fiscal
   1996.

   <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 20, 1996           

   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 20, 1996


   By:  /s/ Robert J. Muth
        Robert Muth
        Senior Vice President
        Date:  December 20, 1996


   By:  /s/ John Stampfl                    
        John Stampfl
        Chief Financial Officer
        Secretary-Treasurer
        Date:  December 20, 1996


   By:  /s/ Ben-Ami Chemerow              
        Ben-Ami Chemerow
        Director
        Date: December 20, 1996


   By:  /s/ Rita Petretti                   
        Rita Petretti
        Director
        Date:  December 20, 1996


   By:  /s/ Eugene Snarski                   
        Eugene Snarski
        Director
        Date:  December 20, 1996


   By:  /s/ Dennis Troha                
        Dennis Trohai
        Director
        Date:  December 20, 1996


   By:  /s/ Michael Wells                
        Michael Wells
        Director
        Date:  December 20, 1996

   <PAGE>
                            INDEX TO ATTACHED EXHIBITS
                             Advantage Bancorp, Inc.
                                    Form 10-K
                          Year Ended September 30, 1996

    Exhibit No.                Exhibit Description          



    13           Portions of the 1996 Annual Report to Share-
                 holders

    23           Consent of Independent Auditors

    27           Financial Data Schedule (Edgar version only)