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, 1997
                          ------------------------------------------------------

                                     - 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 $17,720,869.

         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 26, 1997 ($23 per share), was $31.8 million. 

         As of December  26, 1997,  registrant  had  1,688,641  shares of Common
Stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

1.       Part II -- Portions of issuer's 1997 Annual Report to Stockholders.

2.       Part III -- Portions of issuer's Proxy Statement for Annual Meeting  of
         Stockholders to be held in January 1998.


<PAGE>



                                     PART I

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

General

         Landmark Bancshares,  Inc. ("Registrant" or the "Company") is a unitary
savings and loan holding  company that was  incorporated  in November 1993 under
the laws of the State of Kansas for the purpose of  acquiring  all of the issued
and outstanding common stock of Landmark Federal Savings Bank (the "Bank"). This
acquisition occurred in March 1994 at the time Landmark simultaneously converted
from a mutual  to stock  institution,  and sold all of its  outstanding  capital
stock to the Company and the Company made its initial public  offering of common
stock (the "Conversion"). As of September 30, 1997, the Company had total assets
of $227.9 million, total deposits of $144.7 million, and stockholders' equity of
$32.2  million or 14.2% of total  assets  under  generally  accepted  accounting
principles ("GAAP"). The only subsidiary of the Company is the Bank.

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

         The primary  activity  of the Company is  directing  and  planning  the
activities of the Bank, the Company's  primary asset. At September 30, 1997, 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.  In addition,  Registrant  invests in  mortgage-related  securities  and
investment   securities.   Registrant   offers  its  customers   fixed-rate  and
adjustable-rate  mortgage  loans,  as well as FHA/VA loans and  consumer  loans,
including home equity and savings account loans.  Adjustable-rate mortgage loans
and  15-year   fixed-rate   mortgage  loans  are  originated  for  retention  in
Registrant's portfolio while 30-year fixed-rate mortgage loans are sold into the
secondary market. All consumer loans are retained in Registrant's portfolio.


                                        2

<PAGE>



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

Market Area

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

Lending Activities

         General.  Registrant's loan portfolio  consists  primarily of 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.


                                        3

<PAGE>



         Analysis of Loan  Portfolio.  Set forth below is selected data relating
to the composition of  Registrant's  loan portfolio by type of loan on the dates
indicated:
<TABLE>
<CAPTION>
                                                                          At September 30,        
                                ----------------------------------------------------------------------------------------------------
                                       1997                 1996               1995               1994                 1993
                                ----------------    -------------------    ---------------  -----------------  ---------------------
                                    $         %           $       %         $         %        $         %          $       %
                                   ---       ---         ---     ---       ---       ---      ---       ---        ---     ---
                                                      (Dollars in Thousands)       
<S>                             <C>         <C>     <C>         <C>    <C>         <C>      <C>        <C>    <C>         <C>  
Type of Loan: (1)                                                                  
Real estate loans                                                                  
  Construction................  $  1,937     1.22%  $   1,130     .87% $   202       0.20%  $   221     0.31% $     201    0.32%
  Residential.................   125,961    79.64     105,195   80.98   83,519      84.42    64,169    90.06     58,439   93.32
  Commercial..................     2,666     1.69       1,852    1.43    1,781       1.80     1,300     1.83      1,087    1.74
  Second mortgage.............     9,986     6.31       8,140    6.27    5,784       5.85     2,916     4.09      1,952    3.12
Commercial business...........     4,050     2.56       3,601    2.77    1,753       1.77        74     0.10         90    0.14
Consumer:                                                                          
  Savings account.............       574      .36         555     .43      605       0.61       369     0.52        292    0.47
  Home improvement............        --       --          --      --       --         --         1     0.00          2    0.00
  Automobile..................    13,310     8.42       9,784    7.53    5,986       6.05     3,118     4.38      1,509    2.41
  Other.......................       968      .61         643     .49      286       0.29        45     0.06         40    0.06
                                --------   ------   --------- -------   ------     ------    ------   ------   --------  ------
  Gross loans.................   159,452   100.81     130,900  100.77   99,916     100.99    72,213   101.35     63,612  101.58
Less:.........................                                                     
  Unamortized premiums                                                             
   (discounts) on                                                                  
   loan purchases.............        30      .02          47     .04       69       0.07        --       --         --      --
  Loans in process............        (2)      --          --      --      (45)     (0.05)       --       --         (4)  (0.01)
  Deferred loan                                                                    
    origination fees                                                               
    and costs.................      (348)    (.22)       (304)   (.23)     (362)    (0.37)     (341)   (0.48)      (272)  (0.43)
                                                                                   
  Allowance for loan losses...      (969)    (.61)       (740)   (.58)     (644)    (6.44)     (619)   (0.87)      (716)  (1.14)
                                --------   ------   --------- -------   ------     ------    ------   ------    -------  ------
Total loans, net..............  $158,163   100.00%   $129,903  100.00%  $98,934    100.00 % $71,253   100.00% $  62,620  100.00 %
                                 =======   ======    ========  ======    ======    ======    ======   ======     ======  ======
</TABLE>                                                       
                                                              
                                                                    
--------------                                                     
(1) Includes loans classified as held for sale.

                                        4

<PAGE>



         Loan  Maturity.   The  following  table  sets  forth  the  maturity  of
Registrant's  loan  portfolio at September 30, 1997.  The table does not include
prepayments  or  scheduled  principal  repayments.   Prepayments  and  scheduled
principal  repayments on loans totalled $40.2 million,  $28.9 million, and $16.3
for the three years ended  September  30, 1997,  1996,  and 1995,  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...................           $    143             $    776             $   254              $2,238           $3,411

After 1 year:
  1 to 3 years..................                336                2,922                                   5,375            8,633
  3 to 5 years..................              1,190                  919                                  10,750           12,859
  5 to 10 years.................              6,146                  733                                   5,603           12,482
  10 to 20 years................             51,209                4,819                 890                 726           57,644
  Over 20 years.................             63,484                   --                 793                 146           64,423
                                             ------             --------               -----             -------           ------
Total due after one year........            122,365                9,393               1,683              22,600          156,041
                                            -------              -------               -----              ------          -------
Total amount due................           $122,508              $10,169              $1,937             $24,838         $159,452


Less:
Unamortized premium
on loan purchases...............                 30                                                                            30
Allowance for loan loss.........               (603)                 (88)                                   (278)            (969)
Loans in process................                 (2)                                                                           (2)
Deferred loan fees..............               (317)                 (26)                 (5)                                (348)
  Loans receivable, net.........           $121,616              $10,055              $1,932             $24,560         $158,163
                                            =======               ======               =====              ======          =======
</TABLE>



         The following table sets forth the dollar amount of all loans due after
September  30,  1998,  which have  predetermined  interest  rates and which have
floating or adjustable interest rates.

                                                     Floating or
                                   Fixed Rates     Adjustable Rates    Total
                                   -----------     ----------------    -----
                                                 (In Thousands)
One-to-four family...........     $     47,827       $      74,538    $122,365
Commercial...................            6,190               3,203       9,393
Construction.................            1,683                           1,683
Consumer.....................           22,600                          22,600
                                   -----------        ------------      ------
  Total......................     $     78,300       $      77,741    $156,041
                                   ===========        ============     =======



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

                                        5

<PAGE>



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

         Registrant 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 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

                                        6

<PAGE>



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 $740,000 at
September 30, 1997, 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.

         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

                                        7

<PAGE>



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, 1997,  the largest  commercial
real estate loan had a balance of approximately $746,000 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.

         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.


                                        8

<PAGE>



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

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

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

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

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

Origination, Purchase, and Sale of Loans

         During the fiscal year ended September 30, 1997,  Registrant originated
$50.7 million in loans, purchased $31.4 million in loans (all secured by one- to
four-family residences), and sold $13.0 million in loans.

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

         Loan  Commitments.  Registrant  issues written,  formal  commitments to
prospective  borrowers  on all  real  estate  approved  loans.  The  commitments
generally  requires  acceptance  within  60 days of the  date of  issuance.  For
commercial real estate loans or commercial  loans in general,  the commitment is
issued for  approximately 60 days and must be closed within 60 days of issuance.
Commitments for consumer loans expire 30 days after  issuance.  At September 30,
1997, Registrant had $1.9 million of commitments to originate mortgage loans.

         Loan  Processing and Servicing  Fees. In addition to interest earned on
loans, the Company  recognizes fees and service charges which consist  primarily
of fees on loans  serviced for others and late charges.  The Company  recognized
net loan servicing fees of $161,000, $161,000 and $173,000 for the

                                        9

<PAGE>



years ended September 30, 1997, 1996 and 1995, respectively. As of September 30,
1997, loans serviced for others totalled $55.8 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, 1997 was approximately $6.7 million.

         Registrant's  largest loan to one borrower is a loan originated in June
1994 having a balance of  approximately  $746,000 as of September 30, 1997. This
loan is secured by  commercial  real estate.  This loan was current at September
30, 1997.

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

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



                                       10

<PAGE>



         The following table sets forth information regarding non-accrual loans,
real estate owned ("REO") and other  repossessed  assets,  and loans that are 90
days or more  delinquent but on which  Registrant  was accruing  interest at the
dates indicated.  At such dates, Registrant had no restructured loans within the
meaning of Statement of Financial Accounting Standards ("SFAS") No. 15.
<TABLE>
<CAPTION>
                                                         At September 30,
                                             ----------------------------------------
                                              1997    1996    1995      1994    1993
                                              ----    ----    ----      ----    ----
                                                     (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 ..........................   $ 78    $ 51    $239    $    37    $ 48
  All other mortgage loans ................    --      --      --        --       --
Non-Mortgage loans:
  Consumer loans ..........................    294      76       5       --        30
                                              ----    ----    ----    -------    ----
Total .....................................   $372    $127    $244    $    37    $ 78
                                              ====    ====    ====    =======    ====

Accruing loans that are
 contractually past due 90 days
or more:
Mortgage loans:
  Permanent loans secured by 1-
   4 dwelling units .......................   $ 50    $146    $142    $   171    $160
  All other mortgage loans ................    --       44     --        --       --
                                              ----    ----    ----    -------    ----
Total .....................................   $ 50    $190    $142    $   171    $160
                                              ====    ====    ====    =======    ====
Total non-accrual and 90-day
  past due accrual loans ..................   $422    $317    $386    $   208    $238
                                              ====    ====    ====    =======    ====
Real estate owned .........................   $252    $--     $ 66    $   200    $351
                                              ====    ====    ====    =======    ====
Total non-performing
 assets ...................................   $674    $317    $452    $   408    $589
                                              ====    ====    ====    =======    ====
Total non-accrual and 90-day
  past due accrual loans to net
  loans ...................................   0.27%   0.24%   0.39%      0.29%   0.38%
                                              ====    ====    ====    =======    ====
Total non-accrual and 90-day
  past due accrual loans to total
  assets ..................................   0.19%   0.15%   0.19%      0.11%   0.14%
                                              ====    ====    ====    =======    ====
Total non-performing
 assets to total assets ...................   0.30%   0.15%   0.22%      0.22%   0.36%
                                              ====    ====    ====    =======    ====
</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 $37,000 for the year ended  September 30, 1997.  Amounts  foregone and
not included in  Registrant's  interest  income for the year ended September 30,
1997 totalled $13,000.

         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

                                       11

<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, 1997 that  Registrant  had a general loss  allowance for loans and
REO of $969,000.

                                                                 At
                                                             September 30,
                                                                1997
                                                             -------------
                                                             (In Thousands)

Special mention assets........................                  $   262
                                                                 ======
Classified assets
  Substandard.................................                   $1,328

  Doubtful....................................                       --
  Loss........................................                       --
                                                                 ------
    Total.....................................                   $1,328
                                                                  =====


         Real Estate  Owned.  Real estate owned or acquired by  Registrant  as a
result  of  foreclosure,  judgment,  or by a deed  in  lieu  of  foreclosure  is
classified  as real estate owned until it is sold.  When property is acquired it
is  recorded  at fair  value  as of the date of  foreclosure  or  transfer  less
estimated  disposal costs.  Valuations are periodically  performed by management
and  subsequent  charges to general  mortgage loan reserves are taken when it is
determined  that the carrying value of the property  exceeds 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
$252,000 in REO as of September 30, 1997.

                                       12

<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, 1997,
1996, and 1995, Registrant charged $308,000, $135,000 and $9,000,  respectively,
to the  provision  for  loan  losses  and $0,  $0 and $0,  respectively,  to the
provision for losses on REO or in judgment and other repossessed assets.

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



                                       13

<PAGE>



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

                                                               At September 30,
                          ------------------------------------------------------------------------------------------------------
                                1997               1996                1995                1994                 1993
                          -----------------  ------------------  ------------------  -------------------  ---------------------- 
                            $          %       $           %        $          %        $          %        $          %
                           ---        ---     ---         ---      ---        ---      ---        ---      ---        ---
                                                            (Dollars in Thousands)
<S>                       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>    

Residential real estate   $603       86.47%   $523       87.44%   $521       89.58%   $526       93.21%   $619       95.25%    
Commercial real estate      12        1.67       9        1.42      10        1.78      10        1.80      11        1.71
Commercial business ...     76        2.54      51        2.75      23        1.76     --         0.10     --         0.14
Consumer ..............    278        9.32     157        8.39      90        6.88      83        4.89      86        2.90
                          ----      ------    ----      ------    ----      ------       ----   ------    ----      ------
Total .................   $969      100.00%   $740      100.00%   $644      100.00%   $619      100.00%   $716      100.00%
                          ====      ======    ====      ======    ====      ======       ====   ======    ====      ======
</TABLE>
                                                                  
                                                      


                                       14

<PAGE>
          The   following   table  sets  forth   information   with  respect  to
Registrant's allowance for loan losses at the dates indicated:
<TABLE>
<CAPTION>
                                                        At September 30,
                              --------------------------------------------------------------------
                                 1997           1996          1995          1994         1993
                                 ----           ----          ----          ----         ----
                                                                       (Dollars in Thousands)
<S>                            <C>           <C>           <C>           <C>           <C>      
Total loans outstanding ....   $ 158,163     $ 129,903     $  98,934     $  71,253     $  62,620
                               =========     =========     =========     =========     =========

Average loans outstanding ..   $ 145,395     $ 110,084     $  81,236     $  64,245     $  61,156
                               =========     =========     =========     =========     =========
Allowance balances
  (at beginning of period) .         740           644           619           716           574
Provision (credit):
  Real estate-mortgage .....          88            20           (17)          (83)          190
  Consumer .................         220           115            26            (2)           (6)
                               ---------     ---------     ---------     ---------     ---------
                                     308           135             9           (85)          184
                               ---------     ---------     ---------     ---------     ---------
Charge-offs:
  Real estate-mortgage .....         (17)          (19)           (1)          (18)          (83)
  Consumer .................         (75)          (20)           (1)           (5)          (17)
                               ---------     ---------     ---------     ---------     ---------
                                     (92)          (39)           (2)          (23)         (100)
                               ---------     ---------     ---------     ---------     ---------
Recoveries:
  Real estate-mortgage .....          13          --              16             9            48
  Consumer .................        --            --               2             2            10
                               ---------     ---------     ---------     ---------     ---------
                                      13          --              18            11            58
                               ---------     ---------     ---------     ---------     ---------
Net (charge-offs) recoveries         (79)          (39)           16           (12)          (42)
                               =========     =========     =========     =========     =========
Allowance balance
  (at end of period) .......   $     969     $     740     $     644     $     619     $     716
                               =========     =========     =========     =========     =========
Allowance for loan losses as
 a percent of total loans
 outstanding ...............         .61%         0.57%         0.65%         0.87%         1.14%
                               =========     =========     =========     =========     =========
Net loans charged off as a
  percent of average loans
  outstanding ..............        0.05%         0.04%        (0.02%)        0.02%         0.07%
                               =========     =========     =========     =========     =========
</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,
                                    1997       1996        1995       1994        1993
                                    ----       ----        ----       ----        ----
                                                     (Dollars in Thousands)
<S>                              <C>        <C>         <C>         <C>         <C>    
Total real estate owned and in
  judgment, net ..............   $    252   $      --   $      66   $     200   $   351
                                 ========   =========   =========   =========   =======
Allowance balances -
   beginning .................   $     --   $      --   $      --   $      --   $    31
Provision ....................                     --          --          --        --
Net charge-offs ..............         --          --          --          --       (31)
                                 --------   ---------   ---------   ---------   -------
Allowance balances - ending ..   $     --   $      --   $      --   $      --   $    --
                                 ========   =========   =========   =========   =======
Allowance for losses on real
 estate owned and in judgment
 to net real estate owned and
in judgment ..................         -- %        -- %        -- %        -- %      -- %
                                 ========   =========   =========   =========   =======
</TABLE>
                                       15
<PAGE>



Interest Bearing Accounts Held at Other Financial Institutions

         As of September  30, 1997,  the Company had a balance of  $2,063,000 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,
1997,  Registrant had an investment  portfolio of  approximately  $26.0 million,
consisting  primarily  of U.S.  Government  agency  obligations,  U.S.  Treasury
securities,  investment grade corporate debt securities,  municipal obligations,
and FHLB stock as  permitted  by the OTS  regulations.  The level of  investment
securities  increased  significantly as a result of the receipt of proceeds from
the initial  issuance of common  stock during  1994.  During the last year,  the
level of  investment  securities  declined  as a result of the  increase in loan
originations.  Registrant  has  also  invested  in  mortgage-related  securities
principally in Federal  National  Mortgage  Association  ("FNMA") ARMs and FHLMC
ARMs,  and to a lesser extent,  Collateralized  Mortgage  Obligations  ("CMOs").
Registrant  anticipates  having  the  ability  to  fund  all  of  its  investing
activities  from  funds  held on  deposit  at FHLB of  Topeka.  Registrant  will
continue to seek high quality investments with short to intermediate  maturities
and duration from one to five years.



                                       16

<PAGE>



Investment Portfolio

         The  following  table sets  forth the  carrying  value of  Registrant's
investment securities portfolio,  short-term investments, mutual funds, and FHLB
stock,  at the dates  indicated.  None of the investment  securities  held as of
September  30,  1997 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, 1997, the market value
of Registrant's total investment portfolio was $26.0 million.
<TABLE>
<CAPTION>

                                        At September 30, 1997
                                  ---------------------------------
                                   1997          1996        1995    
                                  -------      -------      -------
<S>                               <C>          <C>          <C>    

Investments Held to Maturity:                              
  U.S. Government Securities ..   $  --        $  --        $ 2,887
  U.S. Agency Securities ......    17,298       27,169       29,158
  Corporate Notes and Bonds ...      --           --            250
  Municipal Obligations .......     1,540        2,230        2,530
                                  -------      -------      -------
  Total Investments Held to                                
    Maturity ..................    18,838       29,399       34,825
                                  -------      -------      -------
                                                           
Investments Available-for-Sale:                            
  Common Stock ................     4,087        2,396          207
  FHLB Stock ..................     2,976        1,732        1,476
  Other Equity Securities .....        10           10           10
  Corporate Notes and Bonds ...        50         --           --
                                  -------      -------      -------
  Total Investments Available                              
   -for-Sale ..................     7,123        4,138        1,693
                                  -------      -------      -------
  Total Investments ...........   $25,961      $33,537      $36,518
                                  =======      =======      =======
                                                     
</TABLE>

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


                                       17

<PAGE>



Investment Portfolio Maturities

         The  following  table  sets forth  certain  information  regarding  the
carrying  values,  weighted  average  yields,  and  maturities  of the Company's
investment securities portfolio as of September 30, 1997.
<TABLE>
<CAPTION>
                                                              As of September 30, 1997
                          ----------------------------------------------------------------------------------------------------------
                          One Year or Less One to Five Years   Five to Ten Years  More than Ten Years Total Investment Securities
                          Carrying Average Carrying Average  Carrying     Average Carrying  Average  Carrying Average     Market
                            Value   Yield   Value    Yield     Value        Yield   Value    Yield    Value    Yield       Value
                            -----   -----   -----    -----     -----        -----   -----    -----    -----    -----       -----
                                                                                                 (Dollars in Thousands)
<S>                       <C>       <C>     <C>      <C>      <C>           <C>     <C>       <C>     <C>      <C>      <C>    
Investment Securities:
  U.S. Government 
    Obligations.........  $    --     --%   $    --     --%   $    --         --%   $    --     --%   $    --     --%    $    --  
  U.S. Agency 
    Obligations ........       --     --      3,500   5.71     10,298       7.69      3,500   7.24     17,298   7.20      17,340
  Municipal 
    Obligations ........      250   5.62        840   5.20        450       5.39         --     --      1,540   5.32       1,567
  Corporate Notes 
    and Bonds...........       --     --         --     --         50      11.00         --     --         50  11.00          50
                          -------   ----    -------   ----    -------      -----    -------   ----    -------  -----    -------
    Total ..............  $   250   5.62%   $ 4,340  5.61%    $10,798       7.61%   $ 3,500   7.24%   $18,888   7.05%    $18,957
                          =======   ====    =======   ====    =======      =====    =======   ====    =======   =====    =======

</TABLE>



                                       18

<PAGE>



Mortgage-Backed Securities

         To supplement  lending  activities,  Registrant  invests in residential
mortgage-backed  securities.  Mortgage-backed securities can serve as collateral
for borrowings and,  through  repayments,  as a source of liquidity (see notes 3
and 10 to Consolidated Financial Statements).

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

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

         Registrant adopted SFAS No. 115 as of October 1, 1994. At September 30,
1997, the mortgage-backed securities portfolio had a fair value of $36.9 million
and an  amortized  cost of  $36.7  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, 1997, 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

                                       19

<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, 1997
totaled $17.6  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, 1997,  1996, and 1995.
The portfolio of CMOs held in Registrant's  mortgage-backed securities portfolio
at September 30, 1997 did not include any residual  interests in CMOs.  Further,
at September 30, 1997, Registrant's mortgage-backed securities portfolio did not
include any "stripped" CMOs (i.e.,  CMOs that pay interest only and do not repay
principal or CMOs that repay principal only and do not pay interest).



                                       20

<PAGE>



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

                                                            Weighted
                                                            Average
                                                            Rate At
                                                            September
                                                              1997                 1997                   1996             1995
                                                             ------              --------             -----------        --------
<S>                                                           <C>              <C>                    <C>               <C>   
Held for Investment:
GNMA ARMs.......................................                 -- %          $      --              $        --        $ 11,989
FNMA ARMs.......................................                6.69              13,158                   15,516          19,889
FHLMC ARMs......................................                6.81               4,768                    6,257           7,025
FHLMC Fixed Rate................................                8.40                 246                      401             541
GNMA Fixed Rate.................................                8.00                 373                      553             771
FNMA Fixed Rate.................................                5.59                 590                      813             954
CMOs............................................                6.15              17,555                   22,337          27,037
                                                              ------             -------                  -------         -------
   Total Held for Investment                                    6.46%             36,690                   45,877          68,206
                                                              ======             -------                  -------         -------
Held for Sale...................................                                      --                       --              --
                                                                                 -------                  -------         -------
Total mortgage-backed securities................                                $ 36,690                 $ 45,877        $ 68,206
                                                                                 =======                  =======         =======

</TABLE>



         Mortgage-Backed Securities Maturity. The following table sets forth the
contractual  maturity of Registrant's  mortgage-backed  securities  portfolio at
September 30, 1997. The table does not include scheduled  principal payments and
estimated prepayments.

                                                             Contractual
                                                           Maturities Due
                                                           --------------
                                                           (In Thousands)
Less than 1 year..............................               $  1,026
1 to 3 years..................................                    763
3 to 5 years..................................                    494
5 to 10 years.................................                  4,711
10 to 20 years................................                  5,350
Over 20 years.................................                 24,346
                                                               ------
Total mortgage-backed securities..............                $36,690
                                                               ======


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

                                       21

<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 $27.5 million,
or 19.0% of Registrant's  deposit portfolio at September 30, 1997.  Certificates
of  deposit  constituted  $117.2  million  or  81.0% of the  deposit  portfolio,
including  certificates  of deposit with  principal  amounts of $100,000 or more
which  constituted  $11.2 million or 7.7% of the deposit  portfolio at September
30, 1997. As of September 30, 1997, 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, 1997,  $2.0 million in
investment  securities  and $9.1  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, 1997.

                                                                   September 30,
                                                                       1997
                                                                  --------------
                                                                  (In Thousands)
Maturity Period
Within three months.......................................           $  2,175
Over three through six months.............................              4,264
Over six through twelve months............................              2,496
Over twelve months........................................              2,239
                                                                      -------
    Total.................................................            $11,174
                                                                       ======


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, 1997,  Registrant  had
$46.2 million outstanding from the FHLB of Topeka and no borrowings of any other
kind.


                                       22

<PAGE>



Personnel

         As of September 30, 1997 Registrant had 44 full-time and nine part-time
employees.  None of  Registrant's  employees  are  represented  by a  collective
bargaining group.

Competition

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

Regulation

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

Company Regulation

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

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

Regulation of the Bank

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


                                       23

<PAGE>



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

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

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


                                       24

<PAGE>



         As shown  below,  the Bank's  regulatory  capital  exceeded all minimum
regulatory capital requirements applicable to it as of September 30, 1997:

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

Tangible Capital:
Regulatory requirement............. $  3,349             1.5%
Regulatory capital.................   26,895            12.0
                                    --------            ----
  Excess........................... $ 23,546            10.5%
                                     =======            ====

Core Capital:
Regulatory requirement............. $  6,698             3.0%
Regulatory capital.................   26,895            12.0
                                    --------            ----
  Excess........................... $ 20,197             9.0%
                                     ======             ====

Risk-Based Capital:
Regulatory requirement............. $  8,627             8.0%
Regulatory capital.................   27,864            25.8
                                    --------            ----
  Excess........................... $ 19,237            17.8%
                                     =======            ====


         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, 1997, 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

                                       25

<PAGE>



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

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

         Qualified Thrift Lender Test. Savings institutions must meet either the
QTL test pursuant to OTS  regulations or the  definition of a domestic  building
and loan association in section 7701 of the Internal  Revenue Code ("Code:).  If
the Bank  maintains  an  appropriate  level  of  certain  specified  investments
(primarily  residential  mortgages and related  investments,  including  certain
mortgage-related  securities)  and  otherwise  qualifies  as a QTL or a domestic
building  and  loan  association,  it will  continue  to  enjoy  full  borrowing
privileges from the FHLB of Topeka. The required percentage of investments under
the QTL test is 65% of assets  while  the Code  requires  investments  of 60% of
assets.  An association must be in compliance with the QTL test or definition of
domestic  building and loan  association on a monthly basis in nine out of every
12 months.  As of September 30, 1997,  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, 1997, the Bank was in compliance with this requirement.

         Proposed  Legislation.  The Financial Services Competition Act of 1997,
H.R. 10, (the Act),  as reported out of the  Committee on Banking and  Financial
Services is currently under consideration in Congress.  If passed in its current
form, the Act would remove the  restrictions in the  Glass-Steagall  Act of 1933
and the Bank Holding Company Act of 1956,  allowing qualified  financial holding
companies to control banks,  securities firms,  insurance  companies,  and other
financial  institutions.  Securities  companies,  insurance  companies and other
financial  companies  would be permitted  to own or affiliate  with a commercial
bank. In addition,  the Act would  eliminate the thrift  charter,  requiring all
thrift institutions,  such as the Bank, to convert to a national bank or a state
charter within two years after the date of enactment of the Act. State-chartered
savings  associations  would also be treated as  commercial  banks under federal
banking law. The OTS would be merged into the Office of the  Comptroller  of the
Currency  (the  "OCC").  The OCC would then become the primary  regulator of the
Bank.  Therefore,  if the Act is  passed  as it now  stands,  the  Bank  will be
required  to  convert  to  a  national  bank  or  a  state  bank,   which  would
significantly  alter the  regulatory  structure of the Bank and the Company.  At
this time, however, it is not possible to determine when, if at all, and in what
form the Act will be passed.  It also is not possible to determine the extent to
which the Act,  if  passed,  would  effect  the  operations  of the Bank and the
Company.

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

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

                                       26
<PAGE>
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.

                                     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, 1997 (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.

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

                                       27

<PAGE>
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.

         (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, 1997
and 1996.

         Consolidated Statements of Operations for the Years Ended September 30,
1997, 1996, and 1995.

         Consolidated  Statements  of  Changes in  Stockholders'  Equity for the
         Years Ended September 30, 1997, 1996, and 1995.

         Consolidated Statements of Cash Flows for the Years Ended September 30,
1997, 1996 and 1995.

         Notes to Consolidated Financial Statements.



                                       28

<PAGE>
                  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:
<TABLE>
<CAPTION>
<S>              <C>       <C>
                  (a)      List of Exhibits:

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

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

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

                  10.2     Management Stock Bonus Plan and Trust Agreements**

                  10.3     Employment Agreement with Larry Schugart***

                  10.4     Stock Option Agreement with Richard Ball****

                  11       Statement Regarding Computation of Earnings per Share

                  13       Annual Report to Stockholders for the fiscal year ended September 30, 1997

                  21       Subsidiaries of Registrant***

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

                  27       Financial Data Schedule
</TABLE>

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

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

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

**** Incorporated  by reference to the Annual Report on Form 10-K for the fiscal
     year ended September 30, 1996 (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.

                                       29

<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  29,  1997  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 29, 1997.
<TABLE>
<CAPTION>
<S>                                             <C>
/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
</TABLE>


                                       30