SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------
                                   FORM 10-KSB
(Mark One)
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the fiscal year ended                 September 30, 1998           
                          ------------------------------------------------------

                                     - OR -

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

For the transition period from                       to            
                               ---------------------    ------------------------

SEC File Number:  0-23164

                            LANDMARK BANCSHARES, INC.
--------------------------------------------------------------------------------
              (Exact name of small business issuer 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)

         Check  whether  the issuer:  (1) has filed all  reports  required to be
filed by Section 13 or 15(d) of the  Securities  Exchange Act of 1934 during the
past 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
             ---       ---

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
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-KSB
or any amendment to this Form 10-KSB. [ ]

         State issuer's revenues for its most recent fiscal year $18,231,099.

         Issuer'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 the issuer,  based upon the closing price of such stock as of
December 18, 1998 ($23.63 per share), was $21.5 million.

         As of December  18, 1998,  registrant  had  1,231,571  shares of Common
Stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

1.   Part II -- Portions of issuer's 1998 Annual Report to Stockholders.

2.   Part III -- Portions  of issuer's  Proxy  Statement  for Annual  Meeting of
     Stockholders to be held in January 1999.


<PAGE>



                                     PART I

         Landmark Bancshares,  Inc. (the "Registrant" or the "Company") may from
time to  time  make  written  or oral  "forward-looking  statements",  including
statements  contained in the Company's  filings with the Securities and Exchange
Commission  (including  this  annual  report  on Form  10-KSB  and the  exhibits
thereto),  in its reports to  stockholders  and in other  communications  by the
Company,  which  are made in good  faith by the  Company  pursuant  to the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.

         These forward-looking statements involve risks and uncertainties,  such
as statements of the Company's plans,  objectives,  expectations,  estimates and
intentions,  that are subject to change based on various important factors (some
of which are beyond the Company's control). The following factors, among others,
could cause the Company's  financial  performance to differ  materially from the
plans,  objectives,  expectations,  estimates and  intentions  expressed in such
forward-looking statements: the strength of the United States economy in general
and  the  strength  of  the  local  economies  in  which  the  Company  conducts
operations;  the effects of, and changes in, trade, monetary and fiscal policies
and laws,  including  interest  rate  policies of the Board of  Governors of the
Federal  Reserve  System,   inflation,   interest  rate,   market  and  monetary
fluctuations;  the timely  development  of and  acceptance  of new  products and
services of the Company and the perceived  overall  value of these  products and
services by users,  including  the  features,  pricing  and quality  compared to
competitors'  products and  services;  the  willingness  of users to  substitute
competitors' products and services for the Company's products and services;  the
success of the  Company in  gaining  regulatory  approval  of its  products  and
services,  when required;  the impact of changes in financial services' laws and
regulations   (including  laws  concerning   taxes,   banking,   securities  and
insurance);  technological changes,  acquisitions;  changes in consumer spending
and saving habits; and the success of the Company at managing these risks.

         The  Company  cautions  that  this  list of  important  factors  is not
exclusive.  The  Company  does  not  undertake  to  update  any  forward-looking
statement,  whether written or oral, that may be made from time to time by or on
behalf of the Company.


Item 1. Description of Business
-------------------------------

General

         The Company is a unitary  savings  and loan  holding  company  that was
incorporated  in  November  1994  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,  1998,  the Company  had total  assets of $225.4  million,  total
deposits of $154.8 million,  and stockholders'  equity of $25.0 million or 11.1%
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

                                        2

<PAGE>



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 1995.  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, 1998, the
remainder of the assets of the Company were  maintained  as deposits in 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.  The Registrant  also has a loan  origination  office in the Kansas City
area.  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, commercial 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.

         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 most of its branch  offices,  the oil  industry  is  prevalent.  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.


                                        3

<PAGE>



Lending Activities

         General.  Registrant's loan portfolio  consists  primarily of fixed and
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.

                                        4

<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,
                             -------------------------------------------------------------------------------------------------------
                                     1998                 1997                  1996                  1995               1994
                             ------------------  --------------------   ---------------------  ----------------- -------------------
                                  $       %            $        %            $          %         $         %         $        %
                                 ---     ---          ---      ---          ---        ---       ---       ---       ---      ---
                                                                       (Dollars in Thousands)
<S>                          <C>       <C>       <C>         <C>        <C>         <C>       <C>       <C>      <C>       <C>     
Type of Loan: (1)
Real estate loans
  Construction..............  $  1,386    .79%    $  1,937      1.22%    $  1,130       .87 %  $   202     0.20 % $   221     0.31%
  Residential...............   132,077   75.59     125,961     79.64      105,195     80.98     83,519    84.42    64,169    90.06
  Commercial................     4,937    2.83       2,666      1.69        1,852      1.43      1,781     1.80     1,300     1.83
  Second mortgage...........    10,072    5.76       9,986      6.31        8,140      6.27      5,784     5.85     2,916     4.09
Commercial business.........     8,579    4.91       4,050      2.56        3,601      2.77      1,753     1.77        74     0.10
Consumer:                                                                           
  Savings account...........       588     .34         574       .36          555       .43        605     0.61       369     0.52
  Home improvement..........        --      --          --        --           --        --         --       --         1     0.00
  Automobile................    17,623   10.08      13,310      8.42        9,784      7.53      5,986     6.05     3,118     4.38
  Other.....................       837     .48         968       .61          643       .49        286     0.29        45     0.06
                               -------  ------     -------    ------      -------   -------     ------   ------    ------   ------
  Gross loans...............   176,099  100.78     159,452    100.81      130,900    100.77     99,916   100.99    72,213   101.35
Less:.......................
  Unamortized premiums
   (discounts) on
   loan purchases...........        31     .02          30       .02           47       .04         69     0.07        --       --
  Loans in process..........        24     .01          (2)       --           --        --        (45)   (0.05)       --       --
  Deferred loan 
  origination fees 
  and costs.................      (284)   (.16)       (348)     (.22)        (304)     (.23)      (362)   (0.37)     (341)   (0.48)

  Allowance for 
    loan losses.............    (1,137)   (.65)       (969)     (.61)        (740)     (.58)      (644)   (6.44)     (619)   (0.87)
                               -------  ------     -------    ------      -------    ------     ------   ------    ------   ------
Total loans, net............  $174,733  100.00%   $158,163    100.00%    $129,903    100.00 %  $98,934   100.00 % $71,253   100.00 %
                               =======  ======     =======    ======      =======    ======     ======   ======    ======   ======
</TABLE>


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

                                        5

<PAGE>



         Loan  Maturity.   The  following  table  sets  forth  the  maturity  of
Registrant's  loan  portfolio at September 30, 1998.  The table does not include
prepayments  or  scheduled  principal  repayments.   Prepayments  and  scheduled
principal  repayments on loans totalled $68.3 million,  $40.2 million, and $28.9
million  for  the  three  years  ended  September  30,  1998,  1997,  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)
<S>                                    <C>                 <C>                       <C>            <C>               <C>       
Amounts Due:
Within 1 year...................        $        81         $      4,181              $  458         $     2,437       $    7,157


After 1 year:                                                                                                      
  1 to 3 years..................                411                3,968                  --               5,936           10,315
  3 to 5 years..................              1,572                  951                  --              13,887           16,410
  5 to 10 years.................              7,218                1,593                  --               6,014           14,825
  10 to 20 years................             61,605                6,195                 497                 846           69,143
  Over 20 years.................             57,818                   --                 431                  --           58,249
                                           --------            ---------              ------          ----------          -------
Total due after one year........            128,624               12,707                 928              26,683          168,942
                                           --------              -------              ------             -------          -------
Total amount due................           $128,705              $16,888              $1,386             $29,120          176,099

Less:
Unamortized premium                                                                                                
on loan purchases...............                 31                   --                  --                  --               31
Allowance for loan loss.........              (689)                 (60)                  --               (388)          (1,137)
Loans in process................                 24                   --                  --                  --               24
Deferred loan fees..............               (279)                  (3)                 (2)                 --             (284)
  Loans receivable, net.........           $127,792              $16,825              $1,384             $28,732         $174,733
                                            =======               ======               =====              ======          =======
</TABLE>



         The following table sets forth the dollar amount of all loans due after
September  30,  1999,  which have  predetermined  interest  rates and which have
floating or adjustable interest rates.

<TABLE>
<CAPTION>
                                               Floating or
                       Fixed Rates           Adjustable Rates       Total
                       -----------           ----------------       -----
                                              (In Thousands)
<S>                     <C>                       <C>            <C>     
One-to-four family....   $60,904                   $67,720        $128,624
Commercial............    10,317                     2,390          12,707
Construction..........       928                        --             928
Consumer..............    26,521                       162          26,683
                          ------                    ------        --------
  Total...............   $98,670                   $70,272        $168,942
                          ======                    ======         =======
</TABLE>





                                        6

<PAGE>



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

         Registrant 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

                                        7

<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 $764,000 at
September 30, 1998, 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.


                                        8

<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, 1998,  the largest  commercial
real estate loan had a balance of approximately $721,000 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.  During the fourth  quarter of the 1997 fiscal year,  a commercial  loan
department was started. The commercial loan portfolio, including commercial real
estate loans, doubled in size during the past fiscal year.


                                        9

<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,  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, 1998,  Registrant originated
$69.3 million in loans, purchased $17.9 million in loans (all secured by one- to
four-family residences), and sold $22.8 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

                                       10

<PAGE>



issued for  approximately 60 days and must be closed within 60 days of issuance.
Commitments for consumer loans expire 30 days after  issuance.  At September 30,
1998, Registrant had $3.1 million of commitments to originate 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 $157,000,  $161,000 and $161,000 for the years ended
September 30, 1998, 1997 and 1996, respectively. As of September 30, 1998, loans
serviced for others totalled $60.1 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, 1998 was approximately $3.4 million.

         Registrant's  largest amount of loans to one borrower was approximately
$3,163,000  as of  September  30,  1998.  These loans are  primarily  secured by
interests in automobiles. These loans were current at September 30, 1998.

         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.



                                       11

<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,
                                              -------------------------------------
                                              1998    1997    1996    1995    1994
                                              ----    ----    ----    ----    ----
                                                       (Dollars in thousands)
<S>                                          <C>     <C>     <C>     <C>     <C> 
Loans accounted for on a non-accrual basis:
Mortgage loans:
  Permanent loan secured by 1-4
  dwelling units ..........................   $185    $ 78    $ 51    $239    $ 37
  All other mortgage loans ................     91     --      --      --      --
Non-Mortgage loans:
  Consumer loans ..........................    230     294      76       5     --
                                              ----    ----    ----    ----    ----
Total .....................................   $506    $372    $127    $244    $ 37
                                              ====    ====    ====    ====    ====

Accruing loans that are
 contractually past due 90 days
or more:
Mortgage loans:
  Permanent loans secured by 1-
   4 dwelling units .......................   $182    $ 50    $146    $142    $171
  All other mortgage loans ................    --      --       44     --      --
                                              ----    ----    ----    ----    ----
Total .....................................   $182    $ 50    $190    $142    $171
                                              ====    ====    ====    ====    ====
Total non-accrual and 90-day
  past due accrual loans ..................   $688    $422    $317    $386    $208
                                              ====    ====    ====    ====    ====
Real estate owned .........................   $ 71    $252    $--     $ 66    $200
                                              ====    ====    ====    ====    ====
Total non-performing
 assets ...................................   $759    $674    $317    $452    $408
                                              ====    ====    ====    ====    ====
Total non-accrual and 90-day
  past due accrual loans to net
  loans ...................................   0.39%   0.27%   0.24%   0.39%   0.29%
                                              ====    ====    ====    ====    ====
Total non-accrual and 90-day
  past due accrual loans to total
  assets ..................................   0.31%   0.19%   0.15%   0.19%   0.11%
                                              ====    ====    ====    ====    ====
Total non-performing
 assets to total assets ...................   0.34%   0.30%   0.15%   0.22%   0.22%
                                              ====    ====    ====    ====    ====
</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 $48,000 for the year ended  September 30, 1998.  Amounts  foregone and
not included in  Registrant's  interest  income for the year ended September 30,
1998 totalled $19,000.

         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

                                       12

<PAGE>



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, 1998 that  Registrant  had a general loss  allowance for loans and
REO of $1,137,000.

                                                        At
                                                   September 30,
                                                       1998
                                                       ----
                                                   (In Thousands)

Special mention assets........................         $  192
                                                       ======
Classified assets
  Substandard.................................         $1,171

  Doubtful....................................              -
  Loss........................................              -
                                                       ------
    Total.....................................         $1,171
                                                        =====


         Foreclosed  Assets.  Assets owned or acquired by Registrant as a result
of foreclosure,  judgment, or by a deed in lieu of foreclosure are classified as
foreclosed  assets until they are 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  loan  reserves  are taken  when it is  determined  that the
carrying value of the property  exceeds 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  had $71,000 in  foreclosed
assets as of September 30, 1998.


                                       13

<PAGE>



         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, 1998,
1997,   and  1996,   Registrant   charged   $265,000,   $308,000  and  $135,000,
respectively,  to the provision for loan losses and $0, $0 and $0, respectively,
to the provision for losses on foreclosed 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.



                                       14

<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,
                          ---------------------------------------------------------------------------------------------------------
                                 1998                  1997                1996                 1995                 1994
                          -------------------  -------------------  ------------------  --------------------  ---------------------
                             $           %        $           %        $           %         $          %       $            %
                            ---         ---      ---         ---      ---         ---       ---        ---     ---          ---
                                                                 (Dollars in Thousands)

<S>                      <C>          <C>     <C>          <C>     <C>          <C>     <C>          <C>     <C>          <C>   
Residential real estate   $  689       81.51%  $  603       86.47%  $  523       87.44%  $  521       89.58%  $  526       93.21%
Commercial real estate        22        2.80       12        1.67        9        1.42       10        1.78       10        1.80
Commercial business ...       38        4.87       76        2.54       51        2.75       23        1.76     --          0.10
Consumer ..............      388       10.82      278        9.32      157        8.39       90        6.88       83        4.89
                          ------      ------   ------      ------   ------      ------   ------      ------   ------      ------
Total .................   $1,137      100.00%  $  969      100.00%  $  740      100.00%  $  644      100.00%  $  619      100.00%
                          ======      ======   ======      ======   ======      ======   ======      ======   ======      ======
                                                                                                              
</TABLE>
                                                     


                                       15

<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,
                               ------------------------------------------------------------------
                                  1998          1997          1996          1995          1994
                               ---------     ---------     ---------     ---------     ----------
                                                        (Dollars in Thousands)
<S>                           <C>           <C>           <C>           <C>           <C>      
Total loans outstanding ....   $ 174,733     $ 158,163     $ 129,903     $  98,934     $  71,253
                               =========     =========     =========     =========     =========

Average loans outstanding ..   $ 167,490     $ 145,395     $ 110,084     $  81,236     $  64,245
                               =========     =========     =========     =========     =========

Allowance balances
  (at beginning of period) .         969           740           644           619           716
Provision (credit):
  Real estate-mortgage .....         135            88            20           (17)          (83)
  Consumer .................         130           220           115            26            (2)
                               ---------     ---------     ---------     ---------     ---------
                                     265           308           135             9           (85)
                               ---------     ---------     ---------     ---------     ---------
Charge-offs:
  Real estate-mortgage .....          (2)          (17)          (19)           (1)          (18)
  Consumer .................        (105)          (75)          (20)           (1)           (5)
                               ---------     ---------     ---------     ---------     ---------
                                    (107)          (92)          (39)           (2)          (23)
                               ---------     ---------     ---------     ---------     ---------
Recoveries:
  Real estate-mortgage .....           1            13          --              16             9
  Consumer .................           9          --            --               2             2
                               ---------     ---------     ---------     ---------     ---------
                                      10            13          --              18            11
                               ---------     ---------     ---------     ---------     ---------
Net (charge-offs) recoveries         (97)          (79)          (39)           16           (12)
                               =========     =========     =========     =========     =========
Allowance balance
  (at end of period) .......   $  (1,137)    $     969     $     740     $     644     $     619
                               =========     =========     =========     =========     =========
Allowance for loan losses as
 a percent of total loans
 outstanding ...............        0.65%         0.61%         0.57%         0.65%         0.87%
                               =========     =========     =========     =========     =========
Net loans charged off as a
  percent of average loans
  outstanding ..............        0.06%         0.06%         0.04%        (0.02%)        0.02%
                               =========     =========     =========     =========     =========
</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:
<TABLE>
<CAPTION>
                                                    At September 30,
                                ----------------------------------------------------
                                   1998       1997        1996        1995     1994
                                ---------   --------   ---------   ---------  ------
                                                   (Dollars in Thousands)
<S>                              <C>        <C>        <C>         <C>         <C> 
Total real estate owned and in
  judgment, net ..............   $     71   $    252   $    --     $      66   $200
                                 ========   ========   =========   =========   ====
Allowance balances -
   beginning .................   $   --     $   --     $    --     $    --     $--
Provision ....................                              --          --      --
Net charge-offs ..............       --         --          --          --      --
                                 --------   --------   ---------   ---------   ----
Allowance balances - ending ..   $   --     $   --     $    --     $    --     $--
                                 ========   ========   =========   =========   ====
Allowance for losses on real
 estate owned and in judgment
 to net real estate owned and
in judgment ..................   -- %       -- %       -- %        -- %        -- %
                                 ========   ========   =========   =========   ====
</TABLE>

                                       16

<PAGE>



Interest Bearing Accounts Held at Other Financial Institutions

         As of September  30, 1998,  the Company had a balance of  $2,012,000 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,
1998,  Registrant had an investment  portfolio of  approximately  $20.8 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.  Of  this  portfolio,
approximately  $5.8  million  consists of  investments  in common stock of other
issuers. The level of investment securities increased  significantly as a result
of the receipt of  proceeds  from the initial  issuance of common  stock  during
1995.  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.



                                       17

<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,  1998 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, 1998, the market value
of Registrant's total investment portfolio was $20.9 million.

<TABLE>
<CAPTION>
                                              At September 30,
                                  -------------------------------------
                                   1998            1997           1996
                                  ------         -------        -------
                                              (In thousands)
<S>                              <C>            <C>            <C>      
Investments Held to Maturity:
  U.S. Government Securities ..   $  --          $  --          $  --    
  U.S. Agency Securities ......    10,000         17,298         27,169
  Corporate Notes and Bonds ...      --             --             --
  Municipal Obligations .......     1,575          1,540          2,230
                                  -------        -------        -------
  Total Investments Held to                                    
    Maturity ..................    11,575         18,838         29,399
                                  -------        -------        -------
                                                               
Investments Available-for-Sale:                                
  Common Stock ................     5,800          4,087          2,396
  FHLB Stock ..................     3,211          2,976          1,732
  Other Equity Securities .....        10             10             10
  Corporate Notes and Bonds ...       200             50           --
                                  -------        -------        -------
  Total Investments Available                                  
   -for-Sale ..................     9,221          7,123          4,138
                                  -------        -------        -------
  Total Investments ...........   $20,796        $25,961        $33,537
                                  =======        =======        =======
</TABLE>
                                                          

         Registrant  classifies its investments in accordance with SFAS 115. See
the discussion of SFAS 115 under "-- Mortgage-Backed  Securities." See Note 1 to
Consolidated Financial Statements.


                                       18

<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, 1998.

<TABLE>
<CAPTION>
                                                                 As of September 30, 1998
                                ----------------------------------------------------------------------------------------------------
                                                                                                                   Total
                                One Year or Less One to Five Years  Five to Ten Years More than Ten Years  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)
<S>                            <C>      <C>     <C>        <C>     <C>        <C>      <C>       <C>    <C>         <C>     <C>    
Investment Securities:                                                                
  U.S. Government Obligations   $    --    --%   $    --      --%   $    --      --%    $  --       --%  $    --       --%   $    --
  U.S. Agency Obligations ...     2,000  5.43      1,000    6.24      7,000    6.65        --       --    10,000     6.37     10,058
  Municipal Obligations .....        --    --        740    5.11        835    4.98        --       --     1,575     5.04      1,623
  Corporate Notes and Bonds .        --    --         --      --        150   12.00        50     9.00       200    11.25        200
                                -------  ----    -------    ----    -------   -----      ----     ----    -------   -----    -------
    Total ...................   $ 2,000  5.43%   $ 1,740    5.76%   $ 7,985    6.58%    $  50     9.00%  $11,775     6.27%   $11,881
                                =======  ====    =======    ====    =======   =====      ====     ====    =======   =====    =======
                                                                                    
</TABLE>




                                       19

<PAGE>



Mortgage-Backed Securities

         To supplement  lending  activities,  Registrant  invests in residential
mortgage-backed  securities.  Mortgage-backed securities can serve as collateral
for borrowings and, through repayments,  as a source of liquidity (see note 3 to
the Consolidated Financial Statements).

         In May 1994, 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,
1998, the mortgage-backed securities portfolio had a fair value of $22.0 million
and an  amortized  cost of  $21.7  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, 1998, there were no mortgage-backed securities
that were classified as available for sale.

         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  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

                                       20

<PAGE>



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, 1998
totaled  $9.3 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, 1998,  1997, and 1996.
The portfolio of CMOs held in Registrant's  mortgage-backed securities portfolio
at September 30, 1998 did not include any residual  interests in CMOs.  Further,
at September 30, 1998, 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).



                                       21

<PAGE>



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

                                    Weighted
                                    Average
                                    Rate At
                                    September
                                      1998         1998      1997      1996
                                   ----------    -------   -------   ---------
Held for Investment:
GNMA ARMs ......................         --%     $  --     $  --     $  --
FNMA ARMs ......................       7.00        8,842    13,158    15,516
FHLMC ARMs .....................       7.36        2,815     4,768     6,257
FHLMC Fixed Rate ...............       8.62          128       246       401
GNMA Fixed Rate ................       8.00          230       373       553
FNMA Fixed Rate ................       5.50          448       590       813
CMOs ...........................       6.37        9,261    17,555    22,337
                                      -----      -------   -------   -------
   Total Held for Investment ...       6.77%      21,724    36,690    45,877
                                      =====      -------   -------   -------
Held for Sale ..................                    --        --        --
                                                 -------   -------   -------
Total mortgage-backed securities                 $21,724   $36,690   $45,877
                                                 =======   =======   =======
                                             
                                                 
                                            

         Mortgage-Backed Securities Maturity. The following table sets forth the
contractual  maturity of Registrant's  mortgage-backed  securities  portfolio at
September 30, 1998. The table does not include scheduled  principal payments and
estimated prepayments.

                                                                    Contractual
                                                                  Maturities Due
                                                                  --------------
                                                                  (In Thousands)
Less than 1 year..........................................          $    --
1 to 3 years..............................................              438
3 to 5 years..............................................            1,163
5 to 10 years.............................................            3,222
10 to 20 years............................................            3,513
Over 20 years.............................................           13,388
                                                                     ------
Total mortgage-backed securities..........................          $21,724
                                                                     ======


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

                                       22

<PAGE>



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 $27.3 million,
or 17.6% of Registrant's  deposit portfolio at September 30, 1998.  Certificates
of  deposit  constituted  $127.5  million  or  82.4% of the  deposit  portfolio,
including  certificates  of deposit with  principal  amounts of $100,000 or more
which  constituted  $21.7 million or 14.0% of the deposit portfolio at September
30, 1998. As of September 30, 1998, 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, 1998,  $9.2 million in
investment  securities  and $17.4  million in  mortgage-backed  securities  were
pledged as collateral for public funds.

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, 1998.

                                                                   September 30,
                                                                       1998
                                                                       ----
                                                                  (In Thousands)
Maturity Period
---------------
Within three months.......................................           $ 4,485
Over three through six months.............................             6,308
Over six through twelve months............................             6,042
Over twelve months........................................             4,847
                                                                      ------
    Total.................................................           $21,682
                                                                      ======


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, 1998,  Registrant  had
$41.7 million outstanding from the FHLB of Topeka and no borrowings of any other
kind.


                                       23

<PAGE>



Personnel

         As of  September  30,  1998  Registrant  had  52  full-time  and  seven
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.


Regulation of the Company

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

                                       24

<PAGE>



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.

         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.

         As a member of the SAIF, the Bank paid an insurance premium to the FDIC
equal to a minimum  of 0.23% of its  total  deposits.  The FDIC  also  maintains
another insurance fund, the Bank Insurance Fund ("BIF"), which primarily insures
commercial  bank deposits.  In 1996, the annual  insurance  premium for most BIF
members  was lowered to $2,000.  The lower  insurance  premiums  for BIF members
placed SAIF members at a competitive disadvantage to BIF members.

         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. Beginning January 1, 1997, the deposit
insurance  assessment  for SAIF  members  was reduced to .064% of deposits on an
annual basis through the end of 1999. During this same period,  BIF members will
be assessed approximately .013% of deposits. After 1999, assessments for BIF and
SAIF  members  should  be  the  same.  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  declined by
approximately 70%.

         Regulatory  Capital  Requirements.   OTS  capital  regulations  require
savings  associations to meet two capital standards:  (1) a leverage ratio (core
capital) requirement of 4% of total adjusted assets and (2) a risk-based capital
requirement equal to 8% of total  risk-weighted  assets.  Additional  regulatory
requirements are discussed in Note 13 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, 1998:

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

Core Capital:
Regulatory requirement...............................   $ 8,917           4.0%
Regulatory capital...................................    16,589           7.4
                                                         ------          ----
  Excess.............................................   $ 7,672           3.4%
                                                         ======          ====

Risk-Based Capital:
Regulatory requirement...............................   $ 9,825           8.0%
Regulatory capital...................................    17,725          14.4
                                                         ------          ----
  Excess.............................................   $ 7,900           6.4%
                                                         ======          ====



         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, 1998, 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
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

                                       26

<PAGE>



regulatory capital  requirements).  Future dividend distributions by the Bank in
excess of Bank  earnings  could result in  recapture of tax bad debt  deductions
resulting in income tax on the amounts recaptured.

         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, 1998,  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, 1998, the Bank was in compliance with this requirement.

Item 2. Description of Property
-------------------------------

         Registrant  owns its main office and four branch offices and leases one
additional branch office and one loan origination 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.



                                       27

<PAGE>



                                     PART II

Item  5.  Market for 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, 1998 (the  "Annual  Report"),  is  incorporated  herein by
reference.

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

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

Item  7.  Financial Statements
------------------------------

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

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

         None.

                                    PART III

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

         The information  contained under the section  captioned  "Proposal I --
Election of Directors" 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.

Item 10.  Executive Compensation
--------------------------------

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

Item 11.  Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------

         (a)      Security Ownership of Certain Beneficial Owners

                  Information  required by this item is  incorporated  herein by
                  reference  to the section  captioned  "Voting  Securities  and
                  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.

                                       28

<PAGE>




         (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 12.  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.

Item 13. Exhibits, Lists 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, 1998
and 1997.

         Consolidated Statements of Operations for the Years Ended September 30,
1998, 1997, and 1996.

         Consolidated  Statements  of  Changes in  Stockholders'  Equity for the
         Years Ended September 30, 1998, 1997, and 1996.

         Consolidated Statements of Cash Flows for the Years Ended September 30,
1998, 1997 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.

                  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     1991 Deferred Compensation Agreement with Larry Schugart*

                                  29

<PAGE>


<TABLE>
<CAPTION>
            <S>      <C>
             10.4     1998 Deferred Compensation Agreement with Larry Schugart

             10.5     Directors change in Control Severance Plan

             10.6     1996 Stock Option Agreement with Richard Ball***

             10.7     Employment Agreement with Larry Schugart

             10.8     Employment Agreement with Gary Watkins

             10.9     Employment Agreement with James Strovas

             10.10    1998 Stock Option Agreement with Richard Ball

             13       Annual Report to Stockholders for the fiscal year ended September 30, 1998

             21       Subsidiaries of Registrant****

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

             27       Financial Data Schedule
</TABLE>

---------------------
*    Incorporated  by  reference  to the  identically  numbered  exhibit  of 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  exhibits 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 Exhibit 10.4 of the Annual Report on Form 10-K
     for the fiscal year ended September 30, 1996 (File No. 0-23164), filed with
     the SEC.

**** Incorporated by reference to Exhibit 21.4 of the Annual 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.



                                       30

<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  28,  1998  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 28, 1998.


/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