SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-K

(Mark One)

[x]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

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 [NO FEE REQUIRED]

For the transition period from  ____________________ to ____________________

SEC File Number:  0-23164

                            LANDMARK BANCSHARES, INC.
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                  Kansas                                        48-1142260
      ---------------------------------                    -------------------
       (State or other jurisdiction of                       (I.R.S. Employer
      of incorporation or organization)                    Identification No.)

Central and Spruce Streets, Dodge City, Kansas                   67801
------------------------------------------------              -----------
   (Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code:           (316) 227-8111
                                                              --------------
Securities registered pursuant to Section 12(b) of the Act:         None
                                                              --------------
Securities registered pursuant to Section 12(g) of the Act:

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

      Indicate  by check  mark  whether  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  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]

      Registrant's  voting  stock  trades on the Nasdaq  Stock  Market under the
symbol  "LARK".  The  aggregate  market  value  of  the  voting  stock  held  by
non-affiliates  of registrant,  based upon the closing price of such stock as of
November 29, 1996 ($16.50 per share), was $22.6 million.

      As of December 1, 1996,  registrant  had 1,847,996  shares of Common Stock
outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

1.   Parts II and IV -- Portions of registrant's Annual Report to Stockholders.

2.   Part III -- Portions of registrant's  Proxy Statement for Annual Meeting of
     Stockholders to be held in January 1997.


<PAGE>



                                    PART I

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

General

      Landmark  Bancshares,  Inc.  ("Registrant"  or the "Company") is a unitary
savings and loan holding  company that was  incorporated  in November 1993 under
the laws of the State of Kansas for the purpose of  acquiring  all of the issued
and outstanding common stock of Landmark Federal Savings Bank (the "Bank"). This
acquisition occurred in March 1994 at the time Landmark simultaneously converted
from a mutual  to stock  institution,  and sold all of its  outstanding  capital
stock to the Company and the Company made its initial public  offering of common
stock (the "Conversion"). As of September 30, 1996, the Company had total assets
of $213.7 million, total deposits of $143.8 million, and stockholders' equity of
$32.3  million or 15.15% of total assets  under  generally  accepted  accounting
principles ("GAAP"). The only subsidiary of the Company is the Bank.

      The Bank is a federally  chartered  stock  savings bank  headquartered  in
Dodge City,  Kansas.  The Bank was founded in 1920 with a charter from the state
of Kansas  under the name of "Dodge  City  Savings and Loan  Association"  which
later became a federal  association under the name of "First Federal Savings and
Loan of Dodge City." First  Federal  Savings and Loan of Dodge City became known
as Landmark Federal Savings  Association in 1983 when it changed its name at the
time it merged with Peoples  Savings and Loan  Association of Sterling,  Kansas.
Landmark Federal Savings  Association  changed its name to Landmark Federal Bank
at the time it converted to stock form and was acquired by  Registrant  in March
1994.  The Bank's  deposits  are  federally  insured by the Savings  Association
Insurance  Fund  ("SAIF"),  as  administered  by the Federal  Deposit  Insurance
Corporation ("FDIC").

      The  primary  activity  of the  Company  is  directing  and  planning  the
activities of the Bank, the Company's  primary asset. At September 30, 1996, the
remainder of the assets of the Company were  maintained in the form of a loan to
the Bank or in the form of common stock of other banks.  The Company  engages in
no other  significant  activities.  As a result,  references  to the  Company or
Registrant  generally refer to the Bank, unless the context otherwise indicates.
In the discussion of regulation,  except for the discussion of the regulation of
the Company, all regulations apply to the Bank rather than the Company.

      Registrant is primarily  engaged in  attracting  deposits from the general
public  and  using  those  funds to  originate  and sell  real  estate  loans on
one-to-four family residences and, to a lesser extent, to originate consumer and
construction  loans  for  its  portfolio.  Registrant  also  purchases  one-  to
four-family  residential  loans.  Registrant  has offices in Garden City,  Dodge
City, Great Bend,  LaCrosse,  and Hoisington,  Kansas,  which are located in its
primary market area of Ford,  Finney,  Barton, and Rush Counties in the State of
Kansas.  In addition,  Registrant  invests in  mortgage-related  securities  and
investment   securities.   Registrant   offers  its  customers   fixed-rate  and
adjustable-rate  mortgage  loans,  as well as FHA/VA loans and  consumer  loans,
including home equity and savings account loans.  Adjustable-rate mortgage loans
and  15-year   fixed-rate   mortgage  loans  are  originated  for  retention  in
Registrant's portfolio while 30-year fixed-rate mortgage loans are sold into the
secondary market. All consumer loans are retained in Registrant's portfolio.

                                      2


<PAGE>



      The principal  sources of funds for  Registrant's  lending  activities are
deposits   and   the   amortization,   repayment,   and   maturity   of   loans,
mortgage-related  securities,  and investment  securities.  Principal sources of
income are interest and fees on loans,  mortgage-related securities,  investment
securities,  and deposits  held in other  financial  institutions.  Registrant's
principal expense is interest paid on deposits.

Market Area

      The  Kansas  counties  of Ford,  Finney,  Barton,  and  Rush,  Kansas  are
Registrant's  primary market area. This area was founded on  agriculture,  which
continues to play a major role in the economy.  Predominant  activities  involve
the wheat crop and feed lot operations. Dodge City, the location of Registrant's
main  office is known as the  "Cowboy  Capital  of the World"  and  maintains  a
significant  tourism industry.  In the central part of Kansas,  where Registrant
has three branch  offices,  the oil industry is  prevalent.  In the past several
years, the economic conditions in this area have improved significantly over the
major downturn in oil drilling activity during the 1980s. The largest employment
sector in Registrant's market area is agriculture. The market area of Registrant
is  largely  dependent  upon the  agricultural,  beef  packing,  and oil and gas
industries. The effect of a downturn in either or both of these industries could
have a negative impact on the results of operations of Registrant.

Lending Activities

     General.  Registrant's loan portfolio consists primarily of adjustable-rate
mortgage  loans  secured  by one- to  four-family  residences  and,  to a lesser
extent,  consumer  loans and  construction  loans.  The portfolio  also includes
commercial real estate loans.

                                      3


<PAGE>



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


<TABLE>
<CAPTION>

                                    At September 30,
                                   ----------------------------------------------------------------------------------------------
                                         1992                 1993                 1994             1995                1996
                                   ---------------      ---------------       --------------  ---------------     ---------------
                                     $         %          $         %           $        %       $        %          $         %
                                   ------    -----      ------    -----       -----    -----   -----    -----     -------    ----
                                                                  (Dollars in Thousands)

Type of Loan:(1)
-------------------
Real estate loans
<S>                               <C>        <C>       <C>         <C>     <C>        <C>      <C>      <C>       <C>       <C>  
  Construction .................. $   221      0.35 %  $    201      0.32 %  $   221    0.31%  $  202     0.20 %  $  1,130     .87 %
  Residential ...................  58,774     93.47      58,439     93.32     64,169   90.06   83,519    84.42     105,195   80.98
  Commercial ....................   1,217      1.94       1,087      1.74      1,300    1.83    1,781     1.80       1,852    1.43
  Second mortgage ...............   1,724      2.74       1,952      3.12      2,916    4.09    5,784     5.85       8,140    6.27
Commercial business .............      35      0.05          90      0.14         74    0.10    1,753     1.77       3,601    2.77
Consumer:
  Savings account ...............     409      0.65         292      0.47        369    0.52      605     0.61         555     .43
  Home improvement ..............      14      0.02           2      0.00          1    0.00       --       --          --      --
  Automobile ....................   1,287      2.05       1,509      2.41      3,118    4.38    5,986     6.05       9,784    7.53
  Other .........................      53      0.08          40      0.06         45    0.06      286     0.29         643     .49
  Gross loans ...................  63,734    101.35      63,612    101.58     72,213  101.35   99,916   100.99     130,900  100.77
Less:
  Unamortized premiums (discounts)
    on loan purchases ...........      --        --         --         --        --       --       69     0.07          47     .04
  Loans in process ..............     (14)    (0.02)        (4)     (0.01)       --       --      (45)   (0.05)         --      --
  Deferred loan origination fees
     and costs ..................    (267)    (0.42)      (272)     (0.43)     (341)   (0.48)    (362)   (0.37)       (304)   (.23)
  Allowance for loan losses .....    (574)    (0.91)      (716)     (1.14)      (619)  (0.87)    (644)   (6.44)       (740)   (.58)
Total loans, net ................ $62,879    100.00 %  $62,620     100.00 %  $71,253  100.00% $98,934   100.00 %  $129,903  100.00 %

</TABLE>

-------------------------
(1) Includes loans classified as held for sale.

                                           4


<PAGE>



      Loan Maturity. The following table sets forth the maturity of Registrant's
loan portfolio at September 30, 1996. The table does not include  prepayments or
scheduled principal  repayments.  Prepayments and scheduled principal repayments
on loans totalled $13.7 million,  $16.3 million, and $28.9 million for the three
years ended September 30, 1994, 1995, and 1996,  respectively.  Adjustable- rate
mortgage loans are shown as maturing based on contractual maturities.


<TABLE>
<CAPTION>

                                  1-4 Family     Other
                                 Real Estate   Residential
                                   Mortgage    Commercial   Construction   Consumer     Total
                                 -----------   -----------  ------------   --------     -----
                                                           (In Thousands)

Amounts Due:

<S>                                 <C>         <C>          <C>          <C>          <C>      
Within 1 year ..................     $    32    $     533    $     330    $   2,146    $   3,041
                                    --------      -------    ---------      -------    ---------
After 1 year:

  1 to 3 years .................         243        2,895            6        3,830        6,974
  3 to 5 years .................         848          517           --        8,189        9,554
  5 to 10 years ................       6,515        1,390           --        4,293       12,198
  10 to 20 years ...............      50,909        3,839          247          611       55,606
  Over 20 years ................      42,922            5          547           53       43,527
                                    --------      -------    ---------      -------    ---------
Total due after one year........     101,437        8,646          800       16,976      127,859
                                    --------      -------    ---------      -------    ---------
Total amount due ...............    $101,469     $  9,179    $   1,130    $  19,122    $ 130,900

Less:
Unamortized premium on

  loan purchases ...............          47           --           --           --           47
Allowance for loan loss.........        (532)          --           --           --           --
Loans in process ...............          --           --           --         (208)        (740)
Deferred loan fees .............        (287)          (9)          (8)          --         (304)
                                    --------      -------    ---------      -------    ---------
   Loans receivable, net........    $100,697      $ 9,170    $   1,122      $18,914    $ 129,903
                                    ========      =======    =========      =======    =========
</TABLE>


      The  following  table sets forth the dollar  amount of all loans due after
September  30,  1997,  which have  predetermined  interest  rates and which have
floating or adjustable interest rates.

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

         One-to-four family......     $43,519         $57,918        $101,437
         Commercial..............       5,702           2,944           8,646
         Construction............         800              --             800
         Consumer................      16,755             221          16,976
                                       ------             ---          ------
           Total.................     $66,776         $61,083        $127,859
                                       ======          ======         =======
                                                 

     Residential  Loans.  Registrant's  primary lending activity consists of the
origination of one-to-four family,  owner-occupied,  residential  mortgage loans
secured by property located in its primary market

                                      5


<PAGE>



area. Registrant also originates a small number of residential real estate loans
secured by multi-family dwellings.

      Registrant currently offers adjustable-rate mortgages ("ARMs") that adjust
every  one,  three,  and five  years  and have  terms  from 1 to 30  years,  and
fixed-rate  mortgage  loans with terms of 1 to 30 years.  The interest  rates on
ARMs are based on treasury bill rates and the national cost of funds. Registrant
considers the market factors and  competitive  rates on loans as well as its own
cost of funds when determining the rates on the loans that it offers. Registrant
also has a small network of correspondents  from whom Registrant may be referred
both fixed- and adjustable-rate  real estate mortgage loans.  Registrant retains
the adjustable-rate loans for its own loan portfolio and sells most of the fixed
rate  loans  into the  secondary  market,  primarily  to the  Federal  Home Loan
Mortgage Corporation  ("FHLMC").  Historically,  Registrant has sold its 30-year
and 15-year fixed rate loans in the secondary  market;  however,  Registrant has
recently  begun to hold its  15-year and 20-year  fixed rate  mortgage  loans to
maturity.  Registrant  also offers Federal Housing  Administration  and Veterans
Administration   ("FHA/VA")  loans.  Fixed-rate  mortgage  loans  are  generally
originated to FHLMC standards.  Although Registrant  originates  adjustable-rate
mortgage loans for its own portfolio,  they are underwritten to FHLMC standards,
so that they are saleable in the secondary  market.  FHA/VA loans are originated
in accordance with FHA/VA guidelines,  most of which are sold to various private
investors.

      Generally, during periods of rising interest rates, the risk of default on
an ARM is considered to be greater than the risk of default on a fixed-rate loan
due to the upward  adjustment of interest costs to the borrower.  To help reduce
such risk,  Registrant  qualifies the loan at the fully indexed accrual rate, as
opposed to the original interest rate. ARMs may be made at up to 95% of the loan
to value ratio.

Registrant does not originate ARMs with negative amortization.

      Regulations  limit  the  amount  which a savings  association  may lend in
relationship  to the  appraised  value of the real estate  securing the loan, as
determined  by an appraisal at the time of loan  origination.  Such  regulations
permit a maximum  loan-to-value  ratio of 100% for residential  property and 90%
for all  other  real  estate  loans.  Registrant's  lending  policies,  however,
generally limit the maximum loan-to-value ratio to 80% of the appraised value of
the property, based on an independent or staff appraisal.  When Registrant makes
a loan in  excess  of 80% of the  appraised  value or  purchase  price,  private
mortgage  insurance is generally required for at least the amount of the loan in
excess  of 80% of the  appraised  value.  Registrant  generally  does  not  make
non-owner occupied one- to four-family loans in excess of 80%.

      The loan-to-value ratio, maturity, and other provisions of the residential
real  estate  loans  made by  Registrant  reflect  the  policy of  making  loans
generally  below the maximum  limits  permitted  under  applicable  regulations.
Registrant  requires an independent or staff  appraisal,  title  insurance or an
attorney's opinion or with an abstract,  flood hazard insurance (if applicable),
and fire and casualty  insurance on all  properties  securing  real estate loans
made by  Registrant.  Registrant  reserves the right to approve the selection of
which title  insurance  companies'  policies are  acceptable  to insure the real
estate in the loan transactions.

      While one- to  four-family  residential  real  estate  loans are  normally
originated with 15-30 year terms,  such loans typically  remain  outstanding for
substantially  shorter  periods.  This is because  borrowers  often prepay their
loans in full upon sale of the property pledged as security or upon

                                      6


<PAGE>



refinancing   the  original  loan.  In  addition,   substantially   all  of  the
fixed-interest  rate loans in Registrant's  loan portfolio  contain  due-on-sale
clauses  providing that Registrant may declare the unpaid amount due and payable
upon the sale of the  property  securing  the loan.  Registrant  enforces  these
due-on-sale  clauses to the extent permitted by law. Thus, average loan maturity
is a function of, among other  factors,  the level of purchase and sale activity
in the real estate market,  prevailing  interest  rates,  and the interest rates
payable on outstanding loans.

      Second  Mortgage Loans.  Registrant  makes loans on real estate secured by
secondary,  or junior,  mortgages.  Secondary  mortgage  loans possess  somewhat
greater risk than primary  mortgage  loans because the security  underlying  the
second  mortgage  loan must first be used to satisfy  the  obligation  under the
primary mortgage loan.  Registrant's  lending policies for second mortgage loans
secured  by one- to  four-family  residences  are  similar  to  those  used  for
residential loans, including the required  loan-to-value ratio.  Registrant does
not currently  originate any second  mortgage  loans outside its primary  market
area.

      Multi-Family  Loans.  Registrant also makes fixed-rate and adjustable-rate
multi-family  loans,  including  loans  on  apartment  complexes.   The  largest
multi-family  real  estate  loan had a  balance  of  approximately  $770,000  at
September 30, 1996, on an apartment  complex  located  within its primary market
area.

      Multi-family  loans generally provide higher origination fees and interest
rates, as well as shorter terms to maturity and repricing,  than can be obtained
from  single-family  mortgage  loans.  Multi-family  lending,  however,  entails
significant  additional  risks  compared  with one- to  four-family  residential
lending. For example,  multi-family loans typically involve larger loan balances
to single borrowers or groups of related  borrowers,  the payment  experience on
such loans typically is dependent on the successful operation of the real estate
project,  and these  risks can be  significantly  impacted  by supply and demand
conditions  in the  market for  multi-family  residential  units and  commercial
office, retail, and warehouse space.

      Consumer  Loans.   Registrant  views  consumer  lending  as  an  important
component of its business  operations  because  consumer  loans  generally  have
shorter terms and higher yields,  thus reducing  exposure to changes in interest
rates. In addition,  Registrant  believes that offering  consumer loans helps to
expand and create stronger ties to its customer base.  Consequently,  Registrant
intends to continue its consumer lending. Regulations permit federally-chartered
savings banks to make certain secured and unsecured  consumer loans up to 35% of
assets.  In addition,  Registrant has lending  authority above the 35% limit for
certain  consumer loans,  such as home  improvement,  credit card, and education
loans, and loans secured by savings accounts.

      Consumer  loans  consist of personal  unsecured  loans,  home  improvement
loans, automobile loans, and savings account loans, at fixed rates.

      The  underwriting  standards  employed by  Registrant  for consumer  loans
include a determination of the applicant's payment history on other debts and an
assessment of ability to meet existing  obligations and payments on the proposed
loan. In addition,  the stability of the applicant's monthly income from primary
employment is considered during the underwriting  process.  Credit worthiness of
the applicant is of primary  consideration;  however,  the underwriting  process
also  includes a  comparison  of the value of the  security  in  relation to the
proposed loan amount.

                                      7


<PAGE>



      Consumer loans entail  greater  credit risk than do  residential  mortgage
loans, particularly in the case of consumer loans which are unsecured or secured
by assets that depreciate rapidly, such as automobiles, mobile homes, boats, and
recreational  vehicles.  In such cases,  repossessed  collateral for a defaulted
consumer  loan  may  not  provide  an  adequate  source  of  repayment  for  the
outstanding  loan and the remaining  deficiency  often does not warrant  further
substantial  collection  efforts  against the borrower.  In particular,  amounts
realizable on the sale of repossessed  automobiles may be significantly  reduced
based  upon the  condition  of the  automobiles  and the lack of demand for used
automobiles.  Registrant  adds a general  provision  to its  consumer  loan loss
allowance,  based on general economic  conditions,  prior loss  experience,  and
management's periodic evaluation.

      Commercial  Real Estate Loans.  Commercial  real estate  secured loans are
originated  in amounts up to 80% of the appraised  value of the  property.  Such
appraised value is determined by an independent appraiser previously approved by
Registrant.  Registrant's  commercial  real  estate  loans are  permanent  loans
secured by improved  property  such as small office  buildings,  retail  stores,
small strip plazas, and other non-residential  buildings.  Registrant originates
commercial  real  estate  loans  with  amortization  periods  of 1 to 20  years,
primarily as adjustable rate mortgages.

      Loans secured by commercial real estate generally involve a greater degree
of risk than  residential  mortgage loans and carry larger loan  balances.  This
increased   credit  risk  is  a  result  of  several   factors,   including  the
concentration  of  principal  in a limited  number of loans and  borrowers,  the
effects of general economic  conditions on income  producing  properties and the
increased  difficulty  of  evaluating  and  monitoring  these  types  of  loans.
Furthermore,  the  repayment  of loans  secured  by  commercial  real  estate is
typically  dependent  upon the  successful  operation of the related real estate
project. If the cash flow from the project is reduced, the borrower's ability to
repay the loan may be impaired.  At September 30, 1996,  the largest  commercial
real estate loan had a balance of approximately $347,000 and was performing.

      Construction Loans. Registrant does not actively seek to make construction
loans. Construction financing is generally considered to involve a higher degree
of risk of loss than long-term financing on improved, occupied real estate. Risk
of loss on a  construction  loan is  dependent  largely upon the accuracy of the
initial  estimate of the  property's  value at  completion  of  construction  or
development and the estimated cost (including interest) of construction.  During
the  construction  phase,  a number of factors  could  result in delays and cost
overruns.  If the  estimate  of  construction  costs  proves  to be  inaccurate,
Registrant  may be  required  to advance  funds  beyond  the  amount  originally
committed  to permit  completion  of the  development.  If the estimate of value
proves  to be  inaccurate,  Registrant  may be  confronted,  at or  prior to the
maturity of the loan,  with a project  having a value which is  insufficient  to
assure full repayment.

      Commercial  Business  Loans.  Regulations  authorize  Registrant  to  make
secured or unsecured loans for commercial, corporate, business, and agricultural
purposes.  The aggregate amount of such loans  outstanding may not exceed 10% of
Registrant's assets. In addition, another 10% of total assets may be invested in
commercial equipment leasing. Registrant has offered limited commercial business
loans  since  the  early  1980s,  primarily  to  existing  customers.   Most  of
Registrant's  commercial  business  loans are  secured  by real  estate or other
assets.

                                      8


<PAGE>



      It is the policy of Registrant to annually  request  financial  statements
from  commercial  loan  borrowers.  The  financial  statements  are  reviewed as
received by  management  to detect any  conditions or trends that may affect the
ability of the borrower, including cash flows of the project, to repay the debt.

      Loan  Solicitation and Processing.  Registrant's  sources of mortgage loan
applications  are referrals  from existing or past  customers,  local  realtors,
builders,  loan correspondents,  and walk-in customers and also as the result of
advertising.  The Association actively solicits local realtors and believes they
provide a substantial  number of customers that originate loans with Registrant.
Registrant also solicits loans from a small network of correspondent  lenders in
Wichita and Kansas City,  Kansas and Albuquerque,  New Mexico as well as various
communities in central and western  Kansas.  These  correspondents,  selected by
management, are located in markets Registrant does not otherwise serve.

      The loan  approval  process is  segmented  by the type of loan and size of
loan.  Consumer loans may be approved by certain loan officers within designated
limits.  One or more  signatures  of  members of senior  management  may also be
required for larger  consumer loans.  The Board of Directors  ratifies all loans
that have been approved by officers or committees.

      All  commercial  real estate loans are submitted to the Board of Directors
for approval upon the recommendation of senior management.

      The real estate loan committee  consists of various  officers.  Any two of
those individuals may collectively approve one- to four-family  residential real
estate loans up to $100,000.  Loans in amounts  greater than  $100,000 and up to
the  current  FHLMC  maximum  loan amount must be approved by no less than three
members of the loan  committee.  Real estate loans over the current  FHLMC limit
require the approval of the Board of Directors.

      Registrant  uses fee  appraisers  or staff  appraisers  on all real estate
related transactions that are originated in the main office or branch offices of
Registrant.  It  is  Registrant's  policy  to  obtain  title  insurance  on  all
properties  securing real estate loans and to obtain fire and casualty insurance
on all loans  that  require  security.  On  occasion,  when  originating  loans,
abstracts or attorney opinions may be utilized in lieu of title insurance.

Origination, Purchase, and Sale of Loans

      During the fiscal year ended  September  30, 1996,  Registrant  originated
$52.6 million in loans, purchased $17.1 million in loans (all secured by one- to
four-family residences), and sold $9.7 million in loans.

      Loan Sales.  Registrant generally retains servicing on all loans sold with
the exception of fixed rate FHA/VA loans which are sold with servicing released.
All such loans were sold without recourse to the Company.

      Loan  Commitments.   Registrant  issues  written,  formal  commitments  to
prospective  borrowers  on all  real  estate  approved  loans.  The  commitments
generally  requires  acceptance  within  60 days of the  date of  issuance.  For
commercial real estate loans or commercial  loans in general,  the commitment is
issued for  approximately 60 days and must be closed within 60 days of issuance.
Commitments for

                                      9


<PAGE>



consumer loans expire 30 days after issuance.  At September 30, 1996, Registrant
had $2.1 million of commitments to originate mortgage loans.

      Loan  Processing  and Servicing  Fees.  In addition to interest  earned on
loans, the Company  recognizes fees and service charges which consist  primarily
of fees on loans  serviced for others and late charges.  The Company  recognized
net loan servicing fees of $179,537,  $173,020, and $161,329 for the years ended
September  30, 1994,  1995,  and 1996,  respectively.  As of September 30, 1996,
loans serviced for others totalled $53.7 million.

      Loans to One Borrower. Savings associations are subject to the same limits
as those applicable to national banks, which under current regulations generally
limit loans-to-one  borrower to an amount equal to 15% of unimpaired capital and
unimpaired  surplus  calculated as the sum of the Bank's core and  supplementary
capital  included in total  capital,  plus the balance of the general  valuation
allowances for loan and lease losses not included in supplementary capital, plus
investments in subsidiaries  that are not included in calculating  core capital,
or  $500,000,  whichever  is  greater.  An  additional  amount  equal  to 10% of
unimpaired capital and unimpaired surplus may be included if the loan is secured
by readily marketable collateral  (generally,  financial  instruments,  not real
estate). Under this general restriction, the Bank's maximum loan to one borrower
("LTOB") limit at September 30, 1996 was approximately $7.0 million.

     Registrant's largest loan to one borrower is a loan originated in June 1994
having a balance of  approximately  $770,000 as of September 30, 1996. This loan
is secured by an apartment complex. This loan was current at September 30, 1996.

      Loan Delinquencies. Registrant's collection procedures provide that when a
mortgage  loan is 15 days past due, a  computer  printed  delinquency  notice is
sent. If payment is still delinquent at the end of that month,  within 15 days a
telephone call is made to the borrower. If the delinquency continues, subsequent
efforts  are made to  eliminate  the  delinquency.  If the loan  continues  in a
delinquent  status for 60 days or more,  the Board of  Directors  of  Registrant
generally  approves  the  initiation  of  foreclosure  proceedings  unless other
repayment  arrangements are made.  Collection  procedures for non-mortgage loans
generally begin after a loan is 10 days delinquent.

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

                                      10


<PAGE>



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

<TABLE>
<CAPTION>


                                                                                  At September 30,
                                                                   ----------------------------------------------
                                                                   1992       1993      1994       1995      1996
                                                                   ----       ----      ----       ----      ----
                                                                                (Dollars in thousands)

Loans accounted for on a non-accrual basis:
Mortgage loans:
  Permanent loans secured
<S>                                                               <C>       <C>       <C>       <C>        <C>   
    by 1-4 dwelling units .....................................   $  231    $   48    $   37      $ 239     $   51
  All other mortgage loans ....................................       --        --        --         --         --
Non-mortgage loans:

  Consumer loans ..............................................       21        30      --             5        76
                                                                  ------    ------    ------    --------    ------
Total .........................................................   $  252    $   78    $   37    $    244    $  127
                                                                  ======    ======    ======    ========    ======

Accruing loans that are contractually past due 90 days or more:
Mortgage loans:
  Permanent loans secured
    by 1-4 dwelling units .....................................   $  222    $  160       171    $    142    $  146
  All other mortgage loans ....................................       --        --        --          --        44
                                                                  ------    ------    ------    --------    ------
Total .........................................................   $  222    $  160       171    $    142    $  190
                                                                  ======    ======    ------    ========    ======
Total non-accrual and
  90-day past due
  accrual loans ...............................................   $  474    $  238       208    $    386    $  317
                                                                  ======    ======    ======    ========    ======
Real estate owned .............................................   $  818    $  351    $  200    $     66    $   --
                                                                  ======    ======    ======    ========    ======
Total non-performing
  assets ......................................................   $1,292    $  589       408    $    452    $  317
                                                                  ======    ======    ======    ========    ======
Total non-accrual and
  90-day past due accrual
  loans to net loans ..........................................     0.75%     0.38%     0.29%       0.39%     0.24%
                                                                  ======    ======    ======    ========    ======
Total non-accrual and
  90 day past due accrual
  loans to total assets .......................................     0.29%     0.14%     0.11%       0.19%     0.15%
                                                                  ======    ======    ======    ========    ======
Total non-performing
  assets to total assets ......................................     0.80%     0.36%     0.22%       0.22%     0.15%
                                                                  ======    ======    ======    ========    ======

</TABLE>

      Interest  income that would have been recorded on  renegotiated  loans and
loans  accounted  for on a  non-accrual  basis under the original  terms of such
loans was $13,000 for the year ended  September 30, 1996.  Amounts  foregone and
not included in  Registrant's  interest  income for the year ended September 30,
1996 totalled $5,000.

                                      11


<PAGE>




      Classified  Assets.  Office  of  Thrift  Supervision  ("OTS")  regulations
provide for a classification  system for problem assets of insured  institutions
that covers all problem assets. Under this classification system, problem assets
of insured institutions are classified as "substandard,"  "doubtful," or "loss."
An  asset is  considered  substandard  if it is  inadequately  protected  by the
current  net worth and  paying  capacity  of the  obligor  or of the  collateral
pledged, if any. Substandard assets include those characterized by the "distinct
possibility"  that the  insured  institution  will  sustain  "some  loss" if the
deficiencies  are not corrected.  Assets  classified as doubtful have all of the
weaknesses   inherent   in  those   classified   substandard,   with  the  added
characteristic  that the weaknesses  present make  "collection or liquidation in
full," on the basis of currently existing facts,  conditions and values, "highly
questionable  and  improbable."  Assets  classified as loss are those considered
"uncollectible"  and of such  little  value  that  their  continuance  as assets
without the  establishment  of a specific loss reserve is not warranted.  Assets
designated  special  mention by management are assets  included on  Registrant's
internal  watchlist  because of potential  weakness  but which do not  currently
warrant classification in one of the aforementioned categories.

      When  an  insured   institution   classifies   problem  assets  as  either
substandard or doubtful,  it may establish general allowances for loan losses in
an amount  deemed  prudent by  management.  General  allowances  represent  loss
allowances which have been established to recognize the inherent risk associated
with lending activities,  but which, unlike specific  allowances,  have not been
allocated to particular problem assets. When an insured  institution  classifies
problem assets as loss, it is required either to establish a specific  allowance
for losses equal to 100% of that portion of the asset so classified or to charge
off such amount. An institution's  determination as to the classification of its
assets and the amount of its  valuation  allowances  is subject to review by the
OTS, which may order the  establishment  of additional  general or specific loss
allowances.  A portion of general loss allowances  established to cover possible
losses  related to assets  classified as substandard or doubtful may be included
in determining an institution's  regulatory  capital,  while specific  valuation
allowances for loan losses  generally do not qualify as regulatory  capital.  At
September 30, 1996 that  Registrant  had a general loss  allowance for loans and
REO of $740,346.

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

      Special mention assets....................        $   98
                                                         =====
      Classified assets
        Substandard.............................        $1,101

        Doubtful................................            --
        Loss....................................            --
                                                         -----
            Total...............................        $1,101
                                                         =====


      Real Estate Owned. Real estate owned or acquired by Registrant as a result
of foreclosure,  judgment,  or by a deed in lieu of foreclosure is classified as
real estate owned until it is sold.  When property is acquired it is recorded at
fair value as of the date of  foreclosure  or transfer less  estimated  disposal
costs.  Valuations  are  periodically  performed by  management  and  subsequent
charges to general  mortgage loan reserves are taken when it is determined  that
the carrying value of the property exceeds

                                      12


<PAGE>



the fair value less estimated costs to sell. It is  subsequently  carried at the
lower of the new basis (fair value at  foreclosure  or  transfer) or fair value.
Registrant did not hold any REO as of September 30, 1996.

      Allowance for Loan and Real Estate Losses.  It is  management's  policy to
provide for losses on  unidentified  loans in its loan  portfolio and foreclosed
real  estate.  A  provision  for loan losses is charged to  operations  based on
management's  evaluation  of  the  potential  losses  that  may be  incurred  in
Registrant's  loan portfolio.  Such  evaluation,  which includes a review of all
loans  of  which  full  collectibility  of  interest  and  principal  may not be
reasonably assured, considers, among other matters, the estimated net realizable
value of the underlying  collateral.  During the years ended September 30, 1994,
1995,  and  1996,   Registrant   charged   $(85,000),   $9,000,   and  $135,000,
respectively, to the provision for loan losses and $0, $0, and $0, respectively,
to the provision for losses on REO or in judgment and other repossessed assets.

      Management  will continue to review the entire loan portfolio to determine
the extent,  if any, to which further  additional  loss provisions may be deemed
necessary.  There can be no  assurance  that the  allowance  for losses  will be
adequate  to cover  losses  which may in fact be realized in the future and that
additional provisions for losses will not be required.

                                      13


<PAGE>



      The amount and  percent of loans in each  category  to total loans for the
distribution  of  Registrant's  allowance  for  losses  on  loans  at the  dates
indicated is summarized as follows:

<TABLE>
<CAPTION>


                                                             At September 30,
                                   -------------------------------------------------------------------------
                                       1992           1993          1994           1995          1996
                                   ------------   ------------  ------------   ------------  ---------------
                                     $      %       $      %      $      %       $      %      $       %
                                   -----  -----   -----  -----  -----  -----   -----  -----  -----   -------
                                                                (Dollars in Thousands)

<S>                                <C>   <C>      <C>  <C>      <C>   <C>      <C>   <C>     <C>    <C>   
Residential real estate.           $471   95.27%  $619  95.25%  $526   93.21%  $521   89.58% $523    87.44%
Commercial real estate..              9    1.91     11   1.71     10    1.80     10    1.78     9     1.42
Commercial business.....             --    0.05     --   0.14     --    0.10     23    1.76    51     2.75
Consumer................             94    2.77     86   2.90     83    4.89     90    6.88   157     8.39
                                   ----  ------   ---- ------   ----  ------   ----  ------  ----   ------ 
Total...................           $574  100.00%  $716 100.00%  $619  100.00%  $644  100.00% $740   100.00%
                                   ====  ======   ==== ======   ====  ======   ====  ======  ====   ====== 

</TABLE>

                                      14


<PAGE>



          The   following   table  sets  forth   information   with  respect  to
Registrant's allowance for loan losses at the dates indicated:


<TABLE>
<CAPTION>

                                                             At September 30,
                                          ----------------------------------------------------------
                                          1992        1993         1994           1995      1996
                                          ----        ----         ----           ----      ----
                                                           (Dollars in Thousands)

<S>                                     <C>          <C>          <C>          <C>          <C>     
Total loans outstanding .............   $ 62,879     $ 62,620     $ 71,253     $98,934      $129,903
                                        ========     ========     ========     ========     ========
Average loans outstanding ...........     69,964       61,156       64,245      81,236       110,084
                                        ========     ========     ========     ========     ========

Allowance balances
  (at beginning of period) ..........        394          574          716          619          644
Provision (credit):
  Real estate-mortgage ..............        194          190          (83)         (17)          20
  Consumer ..........................         --           (6)          (2)          26          115
                                        --------     --------     --------     --------     --------
                                             194          184          (85)           9          135
                                        --------     --------     --------     --------     --------
Charge-offs:
  Real estate-mortgage ..............        (14)         (83)         (18)          (1)         (19)
  Consumer ..........................         (1)         (17)          (5)          (1)         (20)
                                        --------     --------     --------     --------     --------
                                             (15)        (100)         (23)          (2)         (39)
                                        --------     --------     --------     --------     --------
 Recoveries:
   Real estate-mortgage .............         --           48            9           16         --
   Consumer .........................          1           10            2            2         --
                                        --------     --------     --------     --------     --------
                                               1           58           11           18         --
                                        --------     --------     --------     --------     --------
Net (charge-offs) recoveries ........        (14)         (42)         (12)          16          (39)
                                        ========     ========     ========     ========     ========

Allowance balance
  (at end of period)... .............   $    574     $    716     $    619     $    644     $    740
                                        ========     ========     ========     ========     ========
Allowance for loan losses
  as a percent of total
  loans outstanding .................       0.91%        1.14%        0.87%      0.65 %         0.57%
                                        ========     ========     ========     ========     ========
Net loans charged off as a percent of
  average loans outstanding .........       0.02%        0.07%        0.02%     (0.02)%         0.04%
                                        ========     ========     ========     ========     ========

</TABLE>

      The following  table sets forth  information  with respect to Registrant's
allowance  for  losses  on  real  estate  owned  and in  judgment  at the  dates
indicated:

                                           At September 30,
                                ---------------------------------------
                                1992     1993     1994    1995     1996
                                ----     ----     ----    ----     ----
                                        (Dollars in Thousands)

Total real estate owned

  and in judgment, net ......   $ 818    $ 351    $ 200   $  66   $    --
                                =====    =====    =====   =====   =======
Allowance balances -
  beginning .................   $  --    $  31    $  --   $  --   $    --
Provision ...................      31       --                         --
Net charge-offs .............      --      (31)      --      --        --
                                -----    -----    -----   -----   -------
Allowance balances - ending .   $  31    $  --    $  --   $  --   $    --
                                =====    =====    =====   =====   =======
Allowance for losses on
  real estate owned and in
  judgment to net real estate
  owned and in judgment .....    3.79%      --%      --%     --%       --%
                                =====    =====    =====   =====   =======

                                      15


<PAGE>



Interest Bearing Accounts Held at Other Financial Institutions

      As of September 30, 1996, the Company had outstanding  checks in excess of
bank balances of $143,808 on its  interest-bearing  deposits in other  financial
institutions,  principally  with the Federal  Home Loan Bank  ("FHLB") of Topeka
(including up to $100,000 at the other  financial  institutions  covered by FDIC
deposit  insurance  and held in time  deposits).  The  Company  maintains  these
accounts  in  order  to  maintain   liquidity  and  improve  the   interest-rate
sensitivity of its assets.

Investment Activities

      Registrant  is required  under federal  regulations  to maintain a minimum
amount of liquid assets that may be invested in specified short-term  securities
and certain other investments.  Registrant has generally  maintained a liquidity
portfolio  well in excess of regulatory  requirements.  Liquidity  levels may be
increased or decreased depending upon the yields on investment  alternatives and
upon management's judgment as to the attractiveness of the yields then available
in relation to other  opportunities  and its expectation of future yield levels,
as well as management's  projections as to the short-term demand for funds to be
used in Registrant's loan origination and other activities.  As of September 30,
1996,  Registrant had an investment  portfolio of  approximately  $33.5 million,
consisting  primarily  of U.S.  Government  agency  obligations,  U.S.  Treasury
securities,  investment grade corporate debt securities,  municipal obligations,
and FHLB stock as  permitted  by the OTS  regulations.  The level of  investment
securities  increased  significantly as a result of the receipt of proceeds from
the initial  issuance of common  stock during  1994.  During the last year,  the
level of  investment  securities  declined  as a result of the  increase in loan
originations.  Registrant  has  also  invested  in  mortgage-related  securities
principally in Federal  National  Mortgage  Association  ("FNMA") ARMs and FHLMC
ARMs,  and to a lesser extent,  Collateralized  Mortgage  Obligations  ("CMOs").
Registrant  anticipates  having  the  ability  to  fund  all  of  its  investing
activities  from  funds  held on  deposit  at FHLB of  Topeka.  Registrant  will
continue to seek high quality investments with short to intermediate  maturities
and duration from one to five years.

                                      16


<PAGE>



Investment Portfolio

      The  following  table  sets  forth  the  carrying  value  of  Registrant's
investment securities portfolio,  short-term investments, mutual funds, and FHLB
stock,  at the dates  indicated.  None of the investment  securities  held as of
September  30,  1996 was  issued  by an  individual  issuer  in excess of 10% of
Registrant's  capital,  excluding  the  securities of U.S.  Government  and U.S.
Government Agencies and Corporations. As of September 30, 1996, the market value
of Registrant's total investment portfolio was $33.3 million.

                                             At September 30,
                                   -----------------------------------
                                     1994          1995          1996
                                   --------      --------      -------

Investments Held to Maturity:
  U.S. Government Securities..     $ 5,094       $  2,887      $    -- 
  U.S. Agency Securities......      31,323         29,158       27,169
  Corporate Notes and Bonds...         750            250           --
  Municipal Obligations.......       2,755          2,530        2,230
                                    ------         ------        -----
    Total Investments Held                                    
      to Maturity.............      39,922         34,825       29,399
                                    ------         ------       ------
                                                              
Investments Available-for-Sale:                               
  Common Stock................         257            207        2,396
  FHLB Stock..................       1,476          1,476        1,732
  Other Equity Securities.....          10             10           10
                                    ------         ------        -----
    Total Investments Available-                              
      for-Sale................       1,743          1,693        4,138
                                    ------         ------        -----
                                                              
    Total Investments.........     $41,665        $36,518      $33,537
                                    ======         ======       ======
                                                          

      Registrant classifies its investments in accordance with SFAS 115. See the
discussion  of SFAS 115 under  "--  Mortgage-Backed  Securities."  See Note 2 to
Consolidated Financial Statements.

                                      17


<PAGE>



Investment Portfolio Maturities

      The following table sets forth certain information  regarding the carrying
values,  weighted  average  yields,  and maturities of the Company's  investment
securities portfolio as of September 30, 1996.

<TABLE>
<CAPTION>


                                                                   As of September 30, 1996
                              ------------------------------------------------------------------------------------------------------
                               One Year or Less One to Five Years Five to Ten Years More than Ten Years  Total Investment Securities
                              ----------------- ----------------- ----------------- -------------------  ---------------------------
                              Carrying  Average Carrying  Average Carrying  Average Carrying  Average      Carrying  Average  Market
                               Value     Yield   Value     Yield   Value     Yield   Value     Yield        Value     Yield    Value
                              --------  ------- --------  ------- --------  ------- --------  -------      --------  -------  ------
                                                                   (Dollars in Thousands)

Investment Securities:

<S>                            <C>      <C>      <C>       <C>      <C>       <C>    <C>        <C>       <C>         <C>    <C>
 U.S. Government Obligations.  $   --      -- %  $   --      -- %   $    --     --   $    --      -- %    $    --       --%  $   --
 U. S. Agency Obligations....   1,500    5.13     5,000    6.04      17,669   7.69     3,000    7.38       27,169     7.21    26,858
 Municipal Obligations.......     600    4.96     1,000    5.33         530   5.16       100    5.90        2,230     5.22     2,255
 Corporate Notes and Bonds...      --      --        --      --          --     --        --      --           --       --        --
                               ------    ----    ------    ----     -------   ----   -------    ----      -------     ----   -------
  Total......................  $2,100    5.08%   $6,000    5.92%    $18,199   7.62%  $ 3,100    7.33%     $29,399     7.06%  $29,113
                               ======    ====    ======    ====     =======   ====   =======    ====      =======     ====   =======
</TABLE>


                                               18


<PAGE>



Mortgage-Backed Securities

     To  supplement  lending  activities,   Registrant  invests  in  residential
mortgage-backed  securities.  Mortgage-backed securities can serve as collateral
for  borrowings  (although  Registrant  has not used them as such) and,  through
repayments, as a source of liquidity.

     In May 1993, the Financial  Accounting Standards Board ("FASB") issued SFAS
No. 115, Accounting for Certain Investments in Debt and Equity Securities.  This
statement  addresses the  accounting  and reporting  for  investments  in equity
securities that have readily determinable fair values and for all investments in
debt  securities.  SFAS No. 115 is effective  for fiscal years  beginning  after
December 15, 1993 as of the beginning of the fiscal year (i.e.,  October 1, 1994
for Registrant).

     SFAS No. 115 requires  classification of investments into three categories.
Debt  securities  that Registrant has the positive intent and ability to hold to
maturity must be reported at amortized cost. Debt and equity securities that are
bought and held  principally  for the  purpose of selling  them in the near term
must be reported at fair value,  with  unrealized  gains and losses  included in
earnings.  All other debt and equity securities must be considered available for
sale and must be  reported  at fair  value,  with  unrealized  gains and  losses
excluded  from  earnings but reported as a separate  component of  stockholders'
equity (net of tax effects).

     Registrant  adopted SFAS No. 115 as of October 1, 1994.  At  September  30,
1996, the mortgage-backed securities portfolio had a fair value of $45.5 million
and an  amortized  cost of  $45.9  million.  That  part  of the  mortgage-backed
securities  portfolio  classified  as held to maturity is recorded at  amortized
cost. That part of the  mortgage-backed  securities  classified as available for
sale is recorded at fair value,  with unrealized  gains and losses excluded from
earnings but reported as a separate  component of  stockholders'  equity (net of
tax effects). As of September 30, 1996, there were no mortgage-backed securities
that were classified as available for sale.

     On  November  15,  1995,  the FASB  adopted  a  special  report "A Guide to
Implementation  of Statement 115 on Accounting  for Certain  Investments in Debt
and Equity  Securities."  The guide  included,  along with other  implementation
guidance,  a  transition  provision  that  allowed  for a  reassessment  of  the
appropriateness of the  classifications of all securities and allowed a one time
reclassification of securities.  Management, in December 1995, transferred $11.3
million of mortgage-backed  securities from  held-to-maturity  classification to
available-for-sale  classification  in  accordance  with the  provisions  of the
guide. These securities were sold subsequent to the transfer.

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

     FHLMC  is a  publicly-owned  corporation  chartered  by the  United  States
Government.  FHLMC  issues  participation  certificates  backed  principally  by
conventional mortgage loans. FHLMC guarantees the timely payment of interest and
the ultimate return of principal  within one year. FHLMC securities are indirect
obligations  of the  United  States  Government.  FNMA is a private  corporation
chartered by

                                      19


<PAGE>



Congress  with a mandate  to  establish  a  secondary  market  for  conventional
mortgage  loans.  FNMA  guarantees the timely payment of principal and interest,
and FNMA  securities are indirect  obligations of the United States  Government.
GNMA  is a  government  agency  within  the  Department  of  Housing  and  Urban
Development  ("HUD")  which is  intended  to help  finance  government  assisted
housing programs.  GNMA guarantees the timely payment of principal and interest,
and GNMA securities are backed by the full faith and credit of the United States
Government.  Because FHLMC,  FNMA, and GNMA were  established to provide support
for low- and  middle-income  housing,  there are limits to the  maximum  size of
loans that qualify for these programs.  To accommodate  larger-sized  loans, and
loans that, for other reasons,  do not conform to the agency programs,  a number
of private  institutions  have established  their own home-loan  origination and
securitization programs.

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

     The  collateralized  mortgage  obligations  ("CMOs")  (in the  form of real
estate  mortgage  investment  conduits) held by Registrant at September 30, 1996
totaled $22.3  million and  consisted of CMOs issued by FHLMC,  FNMA and private
issuers.  The aggregate  book value of CMOs issued by any one private issuer did
not exceed 10% of  stockholders'  equity at September 30, 1996,  1995, and 1994.
The portfolio of CMOs held in Registrant's  mortgage-backed securities portfolio
at September 30, 1996 did not include any residual  interests in CMOs.  Further,
at September 30, 1996, Registrant's mortgage-backed securities portfolio did not
include any "stripped" CMOs (i.e.,  CMOs that pay interest only and do not repay
principal or CMOs that repay principal only and do not pay interest).

                                      20


<PAGE>



     The  following   table  sets  forth  the  carrying  value  of  Registrant's
mortgage-backed securities portfolio at the dates indicated.

<TABLE>
<CAPTION>

                                                                             Weighted
                                                                              Average
                                                                              Rate At
                                                                              September
                                   1994            1995            1996       30, 1996
                               -------------  --------------   -------------  --------

Held for Investment:

<S>                               <C>             <C>              <C>            <C>   
GNMA ARMs...................      $11,819         $11,989          $    --          --%

FNMA ARMs...................       18,823          19,889           15,516        6.72

FHLMC ARMs..................        7,329           7,025            6,257        6.84

FHLMC Fixed Rate............          698             541              401        8.62

GNMA Fixed Rate.............           --             771              553        8.00

FNMA Fixed Rate.............        1,043             954              813        5.81

CMOs........................       30,758          27,037           22,337        6.13
                                  -------       ---------          -------        ---- 

   Total Held for Investment       70,470          68,206           45,877        6.46
                                  -------       ---------          -------        ---- 

Held for Sale...............           --              --               --          --
                                  -------       ---------          -------        ---- 

Total mortgage-backed securities  $70,470       $  68,206          $45,877        6.46%
                                  -------       ---------          -------        ---- 

</TABLE>

     Mortgage-Backed  Securities  Maturity.  The following  table sets forth the
contractual  maturity of Registrant's  mortgage-backed  securities  portfolio at
September 30, 1996. The table does not include scheduled  principal payments and
estimated prepayments.

                                                           Contractual
                                                          Maturities Due
                                                          --------------
                                                          (In Thousands)

Less than 1 year.........................................     $   144
1 to 3 years.............................................       1,826
3 to 5 years.............................................       1,573
5 to 10 years............................................       5,353
10 to 20 years...........................................       8,357
Over 20 years............................................      28,624
                                                               ------
Total mortgage-backed securities.........................     $45,877
                                                               ======



                                            21


<PAGE>



Sources of Funds

            General.  Deposits  are the major source of  Registrant's  funds for
lending  and  other   investment   purposes.   Registrant   derives  funds  from
amortization and prepayment of loans and mortgage-backed securities,  maturities
of investment securities and operations. Scheduled loan principal repayments are
a relatively stable source of funds, while deposit inflows and outflows and loan
prepayments are  significantly  influenced by general  interest rates and market
conditions. Registrant may also borrow funds from the FHLB of Topeka as a source
of funds.

            Deposits. Consumer and commercial deposits are attracted principally
from within  Registrant's  primary  market area  through the offering of a broad
selection  of  deposit  instruments   including  regular  savings,   demand  and
negotiable order of withdrawal ("NOW") accounts,  and term certificate  accounts
(including  negotiated jumbo certificates in denominations of $100,000 or more).
Deposit account terms vary according to the minimum balance  required,  the time
period the funds must  remain on deposit,  and the  interest  rate,  among other
factors.

            Savings  deposits  and demand  and NOW  accounts  constituted  $24.3
million,  or 16.90% of  Registrant's  deposit  portfolio at September  30, 1996.
Certificates  of deposit  constituted  $119.5  million  or 83.1% of the  deposit
portfolio,  including certificates of deposit with principal amounts of $100,000
or more which  constituted  $7.0  million or 4.89% of the deposit  portfolio  at
September  30,  1996.  As of  September  30,  1996,  Registrant  had no brokered
deposits.

            To supplement lending activities in periods of deposit growth and/or
declining loan demand,  Registrant has increased its  investments in residential
mortgage-backed  securities  during recent years.  Although such  securities are
held for investment,  they can serve as collateral for borrowings  and,  through
repayments,  as a source of liquidity.  At September  30, 1996,  $7.0 million in
mortgage-backed securities were pledged as collateral for public funds.

                                      22


<PAGE>



Jumbo Certificates of Deposit

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

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

Maturity Period
---------------
Within three months................................     $ 1,538
Over three through six months......................       2,500
Over six through twelve months.....................       2,285
Over twelve months.................................         709
                                                          -----
    Total..........................................      $7,032
                                                          =====


Borrowings

      Deposits  are the  primary  source of funds of  Registrant's  lending  and
investment  activities  and for its general  business  purposes.  Registrant may
obtain  advances  from the FHLB of Topeka to  supplement  its supply of lendable
funds,  and Registrant has utilized this funding source.  Advances from the FHLB
of Topeka would  typically be secured by a pledge of  Registrant's  stock in the
FHLB of Topeka and a portion of  Registrant's  first  mortgage loans and certain
other  assets.  Registrant,  if the need  arises,  may also  access the  Federal
Reserve Bank discount  window to supplement  its supply of lendable funds and to
meet deposit  withdrawal  requirements.  At September 30, 1996,  Registrant  had
$33.5 million outstanding from the FHLB of Topeka and no borrowings of any other
kind.

Personnel

      As of September 30, 1996  Registrant  had 40 full-time and nine  part-time
employees.  None of  Registrant's  employees  are  represented  by a  collective
bargaining group.

Competition

      Registrant  encounters  strong  competition  both  in  the  attraction  of
deposits and  origination  of loans.  Competition  comes  primarily from savings
institutions, commercial banks, and credit unions that operate in counties where
Registrant's  offices are located.  Registrant  competes for savings accounts by
offering  depositors  competitive  interest  rates and a high level of  personal
service.  Registrant competes for loans primarily through the interest rates and
loan fees it charges  and the  efficiency  and  quality of  services it provides
borrowers, real estate brokers, and contractors.

                                      23


<PAGE>



Regulation

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

Company Regulation

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

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

Regulation of the Bank

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

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

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

                                      24


<PAGE>




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

      The FDIC charges an annual  assessment for the insurance of deposits based
on the risk a particular  institution poses to its deposit insurance fund. Under
this  system,  a savings  association  has paid within a range of 23 cents to 31
cents per $100 of  domestic  deposits,  depending  upon the  institution's  risk
classification.  This risk  classification is based on an institution's  capital
group and supervisory subgroup assignment.  In addition,  the FDIC is authorized
to increase such deposit insurance rates on a semi-annual basis if it determines
that such  action is  necessary  to cause the  balance  in the SAIF to reach the
designated  reserve ratio of 1.25% of SAIF-insured  deposits within a reasonable
period of time. The SAIF was  substantially  underfunded  through  September 30,
1996. In addition,  the FDIC may impose  special  assessments on SAIF members to
repay  amounts  borrowed  from the U.S.  Treasury or for any other reason deemed
necessary by the FDIC. By comparison,  during the first part of 1996, members of
the Bank Insurance Fund ("BIF"),  predominantly  commercial banks, were required
to pay substantially lower, or virtually no, federal deposit insurance premiums.

      Effective  September  30,  1996,  federal  law was  revised  to  mandate a
one-time  special  assessment on SAIF members such as the Bank of  approximately
 .657% of deposits held on March 31, 1995.  The Bank recorded a $937,073  pre-tax
expense for this  assessment  at September  30,  1996,  and that  assessment  is
payable on November  27,  1996.  Beginning  January 1, 1997,  deposit  insurance
assessments for SAIF members are expected to be reduced to  approximately  .064%
of deposits on an annual basis through the end of 1999. During this same period,
BIF  members  are  expected  to be  assessed  approximately  0.13% of  deposits.
Thereafter, assessments for BIF and SAIF members should be the same and the SAIF
and BIF may be merged. It is expected that these continuing assessments for both
SAIF and BIF members  will be used to repay  outstanding  Financing  Corporation
bond obligations.  As a result of these changes,  beginning January 1, 1997, the
rate of  deposit  insurance  assessed  the  Bank is  expected  to  substantially
decline.

      Regulatory Capital  Requirements.  OTS capital regulations require savings
associations to meet three capital standards: (1) a tangible capital requirement
of  1.5%  of  total  adjusted  assets,  (2)  a  leverage  ratio  (core  capital)
requirement  of 3% of  total  adjusted  assets  and  (3)  a  risk-based  capital
requirement equal to 8% of total  risk-weighted  assets.  Additional  regulatory
requirements are discussed in Note 12 to the Consolidated Financial Statements.

                                      25


<PAGE>



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

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

Tangible Capital:
Regulatory requirement..............  $  3,167      1.5%
Regulatory capital..................    28,112     13.3
                                      --------      ---- 
  Excess............................  $ 24,945     11.8%
                                      ========      ==== 

Core Capital:
Regulatory requirement..............  $  6,335       3.0%
Regulatory capital..................    28,112      13.3
                                      --------      ---- 
  Excess............................  $ 21,777      10.3%
                                      ========      ==== 

Risk-Based Capital:
Regulatory requirement..............  $  7,433       8.0%
Regulatory capital..................    28,852      31.1
                                      --------      ---- 
  Excess............................  $ 21,419      23.1%
                                      ========      ==== 

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

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

                                      26


<PAGE>



proposed  capital  distribution  by any  institution,  which would  otherwise be
permitted by the regulation,  if the OTS determines that such distribution would
constitute an unsafe or unsound practice.

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

      Qualified Thrift Lender Test.  Savings  institutions  must meet either the
QTL test pursuant to OTS  regulations or the  definition of a domestic  building
and loan association in section 7701 of the Internal  Revenue Code ("Code:).  If
the Bank  maintains  an  appropriate  level  of  certain  specified  investments
(primarily  residential  mortgages and related  investments,  including  certain
mortgage-related  securities)  and  otherwise  qualifies  as a QTL or a domestic
building  and  loan  association,  it will  continue  to  enjoy  full  borrowing
privileges from the FHLB of Topeka. The required percentage of investments under
the QTL test is 65% of assets  while  the Code  requires  investments  of 60% of
assets.  An association must be in compliance with the QTL test or definition of
domestic  building and loan  association on a monthly basis in nine out of every
12 months.  As of September 30, 1996,  the Bank was in  compliance  with its QTL
requirement and met the definition of a domestic building and loan association.

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

Executive Officers of the Company

      The following  individuals  were  executive  officers of the Company as of
September 30, 1996:

<TABLE>
<CAPTION>

Name                          Age(1)     Positions Held With Registrant
----                          ------     -------------------------------

<S>                             <C>      <C>                                  
Larry Schugart                  57       President and Chief Executive Officer

James F. Strovas                50       Senior Vice President and Chief Financial Officer

Gary L. Watkins                 41       Senior Vice President, Chief Operating Officer,
                                         and Secretary

</TABLE>

-------------------------
(1)   At September 30, 1996.

      The following is a description of the principal  occupation and employment
of the executive  officers of  Registrant  as of September  30, 1996,  during at
least the past five years.

                                      27


<PAGE>



      Larry Schugart has been with Registrant for more than 33 years. He is also
a  director  of the  Federal  Home Loan  Bank of  Topeka  where he serves on the
Finance and Executive Committees.  Mr. Schugart is a member and chair of various
committees of the Heartland Community Bankers Association, is a past Chairman of
the predecessor of the Heartland  Community Bankers  Association and serves as a
member of the Governmental Affairs Committee of the America's Community Bankers.
In addition Mr.  Schugart is a member of the Dodge City Area Chamber of Commerce
and is a board member of the Dodge City/Ford County Development Corporation.

      James F. Strovas has been employed by Registrant  since 1988 and presently
serves as Senior Vice President and Chief Financial Officer of Registrant. He is
also a board member of the Dodge City Area  Chamber of Commerce,  the Dodge City
Area Community Foundation, the American Heart Association of Ford County, and is
a member of the Dodge City Rotary Club.

     Gary L. Watkins has been employed by Registrant since 1985 and is currently
a Senior Vice President,  Chief Operating Officer,  and Secretary of Registrant.
He is also a member  of the  Kiwanis  and the  Board  of  Directors  of  Trinity
Association. Mr. Watkins is a past Vice President of the Dodge City Area Chamber
of Commerce.

Item 2. Properties
------------------

      Registrant  owns its main office and three  branch  offices and leases one
additional  branch  office.  Registrant  also  leases a parking lot for its main
office.

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

      There are various claims and lawsuits in which  Registrant is periodically
involved,  such  as  claims  to  enforce  liens,   condemnation  proceedings  on
properties in which  Registrant holds security  interests,  claims involving the
making and  servicing  of real  property  loans,  and other  issues  incident to
Registrant's business.

      In the opinion of management, no material loss is expected from any of the
pending claims or lawsuits.

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

      No matter was submitted to a vote of securities  holders during the fourth
quarter of the fiscal year.

                                      28


<PAGE>



                                    PART II

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

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

Item  6.  Selected Financial Data
---------------------------------

      The  information  contained in the table  captioned  "Five-Year  Financial
Summary" in the Annual Report is incorporated herein by reference.

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

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

Item  8.  Financial Statements and Supplementary Data
-----------------------------------------------------

      Registrant's  financial  statements  listed under Item 14 are incorporated
herein by reference.

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

      Not applicable.

                                   PART III

Item 10.  Directors and Executive Officers of Registrant
--------------------------------------------------------

      The  information  contained  under the  section  captioned  "Proposal I --
Election of Directors" and "Voting  Securities and Principal  Holders Thereof --
Security  Ownership of Certain  Beneficial  Owners" in  Registrant's  definitive
proxy  statement for  Registrant's  Annual Meeting of  Stockholders  (the "Proxy
Statement") is incorporated herein by reference.

      Additional  information  concerning  executive  officers is included under
"Part I - Executive Officers of the Company."

Item 11.  Executive Compensation
--------------------------------

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

                                      29


<PAGE>



Item 12.  Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------

      (a)   Security Ownership of Certain Beneficial Owners

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

      (b)   Security Ownership of Management

            Information   required  by  this  item  is  incorporated  herein  by
            reference to the section captioned "Voting  Securities and Principal
            Holders  Thereof"  and to  the  first  table  under  "Proposal  1 --
            Election of Directors" in the Proxy Statement.

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

Item 13.  Certain Relationships and Related Transactions
--------------------------------------------------------

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

                                    PART IV

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

      (a)   The following documents are filed as a part of this report:

            1. The following financial  statements and the report of independent
accountants of Registrant included in Registrant's Annual Report to Stockholders
are incorporated herein by reference and also in Item 8 hereof.

     Independent Auditor's Report.

     Consolidated Statements of Financial Condition as of September 30, 1995 and
     1996.

     Consolidated  Statements  of Operations  for the Years Ended  September 30,
     1994, 1995, and 1996.

     Consolidated  Statements of Changes in  Stockholders'  Equity for the Years
     Ended September 30, 1994, 1995, and 1996.

     Consolidated  Statements  of Cash Flows for the Years Ended  September  30,
     1994, 1995 and 1996.

     Notes to Consolidated Financial Statements.

            2.  Except  for  Exhibits  11  and  27  below,  Financial  Statement
Schedules for which provision is made in the applicable  accounting  regulations
of the SEC are not required under the related  instructions or are  inapplicable
and therefore have been omitted.

                                      30


<PAGE>




          3. The following  exhibits are included in this Report or incorporated
herein by reference:

          (a) List of Exhibits:

          3(i) Articles of Incorporation of Landmark Bancshares, Inc.*

          3(ii) Bylaws of Landmark Bancshares, Inc.*

          10.1 1994 Stock Option Plan of Landmark Bancshares, Inc.**

          10.2 Management Stock Bonus Plan and Trust Agreements**

          10.3 Employment Agreement with Larry Schugart***

          10.4 Stock Option Agreement with Richard Ball

          11 Statement Regarding Computation of Earnings per Share

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

          21 Subsidiaries of Registrant***

          23 Consent of Regier Carr & Monroe, L.L.P.

          27 Financial Data Schedule

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

*         Incorporated  by reference to the  registration  statement on Form S-1
          (File No. 33-72562) declared effective by the SEC on February 9, 1994.

**        Incorporated by reference to the proxy statement for a special meeting
          of  stockholders  held on June 22,  1994 and filed with the SEC on May
          24, 1994 (File No. 0-23164).

***       Incorporated by reference to the Annual Securities Report on Form 10-K
          for the fiscal year ended September 30, 1994 (File No. 0-23164), filed
          with the SEC.

          (b) No reports on Form 8-K were filed  during the last  quarter of the
          period covered by this report.


<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 as
of  December 26,  1996  on its  behalf  by  the  undersigned,  thereunto  duly
authorized.

                                          Landmark Bancshares, Inc.
                                      By: /s/ Larry Schugart
                                          ---------------------------
                                          Larry Schugart
                                          President and Chief
                                          Executive Officer
                                          (Duly Authorized Representative)

      Pursuant to the  requirement of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities indicated as of December 26, 1996.

/s/ James F. Strovas                      /s/ Larry Schugart
--------------------------------          -----------------------------------
James F. Strovas                          Larry Schugart
Senior Vice President and Chief           President, Chief Executive Officer,
Financial Officer                          and Director
(Principal Financial and Accounting       (Principal Executive Officer)
 Officer)


/s/ Gary L. Watkins                        /s/ Richard A. Ball
--------------------------------           ----------------------------------
Gary L. Watkins                            Richard A. Ball
Senior Vice President, Chief Operating     Director
Officer, and Secretary


/s/ David H. Snapp                         /s/ C. Duane Ross
--------------------------------           ----------------------------------
David H. Snapp                             C. Duane Ross
Director                                   Director


/s/ Jim W. Lewis
--------------------------------
Jim W. Lewis
Director