SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 10-Q

                                   (Mark One)

           [X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1999

                                       OR

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

           For the transition period from ____________ to ____________

                         Commission file number 0-21491

                            Big Foot Financial Corp.
             (Exact name of registrant as specified in its charter)

         ILLINOIS                                          36-4108480
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         (Identification No.)

                       1190 RFD, Long Grove, IL 60047-7304
                    (Address of principal executive offices)
                                   (Zip Code)
                                 (847) 634-2100
               (Registrant's telephone number including area code)
                                       NA
              (Former name, former address and former fiscal year,
                          if changed from last Report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding  twelve months (or for such shorter period that the registrant was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
                       requirement for the past 90 days.

                 Yes X                                   No
                    ---                                    ---

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
                common stock as of the latest practicable date.

                                 OUTSTANDING AT

            CLASS                                      APRIL 20, 1999
            -----                                      --------------
Common Stock, Par Value $.01                              2,267,800
<PAGE>

                                TABLE OF CONTENTS

                         PART I - FINANCIAL INFORMATION

<TABLE>
<S>                                                                                         <C>

ITEM 1.   FINANCIAL STATEMENTS OF BIG FOOT FINANCIAL CORP.

          Consolidated Statements of Financial Condition (Unaudited)
          March 31, 1999 and  June 30, 1998...............................................  Page   3

          Consolidated Statements of Earnings (Unaudited) - Three and Nine months
          ended March 31, 1999 and 1998...................................................  Page   4

          Consolidated Statements of Cash Flows (Unaudited) - Nine months
          ended March 31, 1999 and 1998...................................................  Page   5

          Notes to Unaudited Consolidated Financial Statements............................  Page   6

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS.......................................................  Page   8

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK......................  Page  19


                           PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS...............................................................  Page  19

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS.......................................  Page  19

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES ................................................  Page  19

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............................  Page  19

ITEM 5.   OTHER INFORMATION...............................................................  Page  19

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K................................................  Page  19

          SIGNATURES
</TABLE>

                                       2
<PAGE>

                                     ITEM 1
                FINANCIAL STATEMENTS OF BIG FOOT FINANCIAL CORP.

                     BIG FOOT FINANCIAL CORP. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                   (Unaudited)
                      (In thousands except per share data)
<TABLE>
<CAPTION>

                                                                                                         March 31,         June 30,
                                      ASSETS                                                               1999              1998
                                                                                                        ---------         ---------
<S>                                                                                                     <C>               <C>      
Cash and due from banks ........................................................................        $   2,479         $   3,345
Interest-earning deposits ......................................................................            6,331             9,801
Mortgage-backed securities held-to-maturity, at amortized cost (fair value of
    $33,357 at March 31, 1999 and $46,560 at June 30, 1998) ....................................           33,423            46,729
Mortgage-backed securities available-for-sale, at fair value ...................................           30,411            33,035
Investment in mutual funds and preferred stock, at fair value ..................................            3,267             2,569
Loans receivable, net ..........................................................................          129,580           115,472
Accrued interest receivable ....................................................................              996               968
Investment in real estate held for sale and development ........................................              262               262
Stock in Federal Home Loan Bank of Chicago, at cost ............................................            2,600             3,400
Office properties and equipment, net ...........................................................            4,880             4,667
Prepaid expenses and other assets ..............................................................              387               356
                                                                                                        ---------         ---------
Total assets ...................................................................................        $ 214,616         $ 220,604
                                                                                                        =========         =========

                                   LIABILITIES

Noninterest-bearing NOW accounts ...............................................................        $   5,843         $   5,847
Interest-bearing NOW accounts ..................................................................            8,227             7,668
Money market demand accounts ...................................................................           11,201            11,797
Passbook accounts ..............................................................................           38,725            38,838
Certificates of deposit ........................................................................           58,382            59,685
                                                                                                        ---------         ---------
Total savings deposits .........................................................................          122,378           123,835

Borrowed money .................................................................................           52,000            53,000
Advance payments by borrowers for taxes and insurance ..........................................            1,522             1,774
Accrued interest payable and other liabilities .................................................            3,702             3,901
                                                                                                        ---------         ---------
Total liabilities ..............................................................................        $ 179,602         $ 182,510
                                                                                                        ---------         ---------

                           STOCKHOLDERS' EQUITY

Preferred stock, $.01 par value, 2,000,000 shares authorized; none issued ......................               --                --
Common stock, $.01 par value, 8,000,000 shares authorized; 2,512,750 shares issued .............               25                25
Additional paid-in capital .....................................................................           24,486            24,224
Retained earnings-substantially restricted .....................................................           16,663            16,048
Treasury stock, at cost (208,450 shares at March 31, 1999) .....................................           (2,827)               --
Common stock acquired by the ESOP ..............................................................           (1,709)           (1,709)
Common stock acquired by Recognition and Retention Plan ........................................           (1,391)             (531)
Accumulated other comprehensive income (loss) ..................................................             (233)               37
                                                                                                        ---------         ---------
Total stockholders' equity .....................................................................           35,014            38,094
                                                                                                        ---------         ---------
Total liabilities and stockholders' equity .....................................................        $ 214,616         $ 220,604
                                                                                                        =========         =========
</TABLE>


     (See accompanying notes to unaudited consolidated financial statements)

                                       3
<PAGE>


                     BIG FOOT FINANCIAL CORP. AND SUBSIDIARY
                       CONSOLIDATED STATEMENTS OF EARNINGS
                                   (Unaudited)
                      (In thousands, except per share data)

<TABLE>
<CAPTION>

                                                                             FOR THE THREE MONTHS             FOR THE NINE MONTHS
                                                                                    ENDED                            ENDED
                                                                                   MARCH 31,                        MARCH 31,     
                                                                             -----------------------         -----------------------
                                                                              1999             1998           1999            1998 
                                                                             -------         -------         -------         -------
<S>                                                                          <C>             <C>             <C>             <C>    
                      INTEREST INCOME:

Mortgage-backed securities held-to-maturity ........................         $   491         $   612         $ 1,695         $ 1,943
Mortgage-backed securities available-for-sale ......................             451             663           1,335           2,496
Mutual funds and preferred stock ...................................              54               5             218             144
Loans receivable ...................................................           2,272           1,966           6,693           5,715
Interest-earning deposits ..........................................             100             159             435             273
FHLB of Chicago stock ..............................................              40              42             148             131
                                                                             -------         -------         -------         -------
Total interest income ..............................................           3,408           3,447          10,524          10,702
                                                                             -------         -------         -------         -------

                        INTEREST EXPENSE:

Savings deposits ...................................................           1,108           1,192           3,496           3,598
Borrowed money .....................................................             727             706           2,217           2,273
                                                                             -------         -------         -------         -------
Total interest expense .............................................           1,835           1,898           5,713           5,871
                                                                             -------         -------         -------         -------

Net interest income before provision for loan losses ...............           1,573           1,549           4,811           4,831
Provision for loan losses ..........................................              --              --              --              --
                                                                             -------         -------         -------         -------
Net interest income after provision for loan losses ................           1,573           1,549           4,811           4,831
                                                                             -------         -------         -------         -------

                  NONINTEREST INCOME:

Service fees .......................................................              61              50             189             166
Gain on sale of securities available-for-sale ......................              --              --              --             229
Other ..............................................................               7               7              21              27
                                                                             -------         -------         -------         -------
Total noninterest income ...........................................              68              57             210             422
                                                                             -------         -------         -------         -------

                    NONINTEREST EXPENSE:

Compensation and benefits ..........................................             724             779           2,297           2,181
Office occupancy ...................................................             302             259             830             797
Federal deposit insurance premiums .................................              19              19              57              59
Real estate held for development ...................................              11              11              34              32
Professional services ..............................................              60              68             208             237
Other ..............................................................             177             194             617             663
                                                                             -------         -------         -------         -------
Total noninterest expense ..........................................           1,293           1,330           4,043           3,969
                                                                             -------         -------         -------         -------

Income before income taxes .........................................             348             276             978           1,284
Income tax expense .................................................             126              98             364             421
                                                                             -------         -------         -------         -------


                         NET INCOME:                                         $   222         $   178         $   614         $   863
                                                                             =======         =======         =======         =======

------------------------------------------------------------------------------------------------------------------------------------
Earnings per share:
  Basic ............................................................         $  0.10         $  0.08         $  0.27         $  0.37
  Diluted ..........................................................            0.10            0.07            0.27            0.36

</TABLE>

     (See accompanying notes to unaudited consolidated financial statements)

                                        4
<PAGE>


                     BIG FOOT FINANCIAL CORP. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>

                                                                                                                  FOR THE
                                                                                                             NINE MONTHS ENDED
                                                                                                                  MARCH 31,   
                                                                                                         --------------------------
                                                                                                           1999              1998  
                                                                                                         --------          --------
<S>                                                                                                      <C>               <C>     
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income .....................................................................................         $    614          $    863
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation ...................................................................................              332               304
Gain on sale of securities available-for-sale ..................................................               --              (229)
Net amortization of deferred loan fees .........................................................             (131)              (68)
Net amortization of discounts and premiums .....................................................              283               214
Increase in prepaid expenses and other assets ..................................................              (31)              (68)
(Increase) decrease in accrued interest receivable .............................................              (28)              120
Increase (decrease) in accrued interest payable and other liabilities, net .....................             (199)              256
Market adjustment for committed ESOP shares ....................................................               65               166
Amortization of award of Recognition and Retention Plan shares .................................              350                --
                                                                                                         --------          --------
Net cash provided by operating activities ......................................................            1,255             1,558
------------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Origination of loans receivable ................................................................          (30,571)          (25,695)
Principal repayment of loans receivable ........................................................           16,594            11,143
Principal repayments on mortgage-backed securities held-to-maturity ............................           13,078             6,706
Principal repayments on mortgage-backed securities available-for-sale ..........................           12,665            11,457
Purchase of mortgage-backed securities available-for-sale ......................................          (10,121)               --
Proceeds from sale of securities available-for-sale ............................................               --             9,511
Purchase of investment securities available-for-sale ...........................................             (942)           (1,555)
(Purchase) redemption of stock in Federal Home Loan Bank of Chicago ............................              800              (100)
Purchase of office properties and equipment ....................................................             (545)             (202)
                                                                                                         --------          --------
Net cash provided by investing activities ......................................................              958            11,265
------------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in savings deposits ...............................................................           (1,457)             (269)
Net decrease in borrowed money .................................................................           (1,000)           (6,600)
Decrease in advance payments by borrowers for taxes and insurance ..............................             (252)             (120)
Purchase of Recognition and Retention Plan stock ...............................................           (1,013)               --
Purchase of treasury stock .....................................................................           (2,827)               --
                                                                                                         --------          --------
Net cash used in financing activities ..........................................................           (6,549)           (6,989)
                                                                                                                           --------
Net increase (decrease) in cash and cash equivalents ...........................................           (4,336)            5,834
Cash and cash equivalents at beginning of period ...............................................           13,146             3,892
                                                                                                         --------          --------
Cash and cash equivalents at the end of period .................................................         $  8,810          $  9,726
------------------------------------------------------------------------------------------------------------------------------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for
     Interest ..................................................................................         $  5,776          $  5,865
     Incomes taxes .............................................................................              405               666

</TABLE>

     (See accompanying notes to unaudited consolidated financial statements)

                                        5

<PAGE>



                     BIG FOOT FINANCIAL CORP. AND SUBSIDIARY

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(1)  BASIS OF PRESENTATION

     The accompanying  unaudited  consolidated  financial statements include the
accounts  of Big Foot  Financial  Corp.  (the  "Company")  and its  wholly-owned
subsidiary, Fairfield Savings Bank, F.S.B. (the "Bank") as of March 31, 1999 and
June 30, 1998, and for the three and nine month periods ended March 31, 1999 and
1998,  respectively.  Material  intercompany accounts and transactions have been
eliminated in consolidation.  The accompanying  unaudited consolidated financial
statements have been prepared in accordance with generally  accepted  accounting
principles for interim  financial  information and with the instructions to Form
10-Q and Article 10 of Regulation S-X.  Accordingly,  they do not include all of
the  information  and  footnotes  required  by  generally  accepted   accounting
principles  for complete  financial  statements.  The  preparation  of financial
statements in conformity with generally accepted accounting  principles requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities  and disclosures of contingent  assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.  In the opinion of management  the unaudited  consolidated  financial
statements  include all necessary  adjustments,  consisting of normal  recurring
accruals,  necessary for a fair  presentation for the periods  presented.  These
consolidated financial statements should be read in conjunction with the audited
financial  statements  for the year ended June 30, 1998,  and the notes  thereto
included in the Company's Annual Report.

     The  Company  believes  that  the  disclosures  are  adequate  to make  the
information  presented  not  misleading;  however,  the  results for the periods
presented  are not  necessarily  indicative  of results to be  expected  for the
entire fiscal year.

(2)  CAPITAL DISTRIBUTIONS

     Capital  distribution  regulations  of the  Office  of  Thrift  Supervision
("OTS")  limit the Bank's  ability to make capital  distributions  which include
dividends, stock redemptions or repurchases, cash-out mergers, interest payments
on  certain  convertible  debt and other  transactions  charged  to the  capital
account based on the Bank's  capital level and  supervisory  condition.  Federal
regulations also preclude any repurchase of the stock of the Bank or its holding
company for three years after the December 19, 1996  conversion  date except for
repurchases  pursuant  to an offer made on a pro rata basis to all  stockholders
and with  prior  approval  of the  OTS;  or  pursuant  to an  open-market  stock
repurchase program that complies with certain regulatory criteria.

(3)  EARNINGS PER SHARE

     Earnings  per  share  of  common  stock  are  calculated  according  to the
guidelines of the Financial  Accounting  Standards Board's ("FASB") Statement of
Financial Accounting Standards ("SFAS") No. 128 "Earnings per Share" ("Statement
128").  ESOP  shares are only  considered  outstanding  for  earnings  per share
calculations  when they are  committed to be released.  Presented  below are the
calculations for basic and diluted earnings per share:



                                       6
<PAGE>

<TABLE>
<CAPTION>

                                                                        THREE MONTHS ENDED                   NINE MONTHS ENDED
                                                                              MARCH 31,                           MARCH 31,      
                                                                     ---------------------------         ---------------------------
                                                                        1999             1998              1999              1998 
                                                                     ---------         ---------         ---------         ---------
<S>                                                                 <C>               <C>               <C>               <C>       
BASIC:
Net Income .................................................        $  222,000        $  178,000        $  614,000        $  863,000
Weighted average shares outstanding ........................         2,191,090         2,334,420         2,271,503         2,329,354
Basic earnings per share ...................................              0.10              0.08              0.27              0.37

DILUTED:
Net Income .................................................        $  222,000        $  178,000        $  614,000        $  863,000
Weighted average shares outstanding ........................         2,191,090         2,334,420         2,271,503         2,329,354
Effect of dilutive stock options outstanding ...............                --            65,226                --            42,004
Diluted weighted average shares outstanding ................         2,191,090         2,399,646         2,271,503         2,371,358
Diluted earnings per share .................................              0.10              0.07              0.27              0.36
</TABLE>

(4)  COMPREHENSIVE INCOME

     The FASB has issued SFAS No. 130, "Reporting  Comprehensive  Income", which
is effective for fiscal years  beginning after December 15, 1997. This statement
establishes  standards for reporting and display of comprehensive income and its
components  (revenues,  expenses,  gains and  losses)  in a full set of  general
purpose financial  statements.  This statement  requires that all items that are
required  to  be  recognized  under   accounting   standards  as  components  of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements.  The Company adopted SFAS No.
130 on July 1,  1998,  and all  annual  required  disclosures  will be  included
beginning with the Company's June 30, 1999 Annual Report.

     The  Company's  comprehensive  income for the three and nine month  periods
ended March 31, 1999 and 1998 is as follows:


<TABLE>
<CAPTION>

                                                                                     THREE MONTHS ENDED        NINE MONTHS ENDED
                                                                                           MARCH 31,                MARCH 31,  
                                                                                    ----------------------   ----------------------
                                                                                      1999          1998        1999         1998 
                                                                                    ---------    ---------   ---------    ---------
<S>                                                                                 <C>          <C>         <C>          <C>      
Net income ......................................................................   $ 222,000    $ 178,000   $ 614,000    $ 863,000
Other comprehensive income, net of tax - unrealized gain on securities:
  Unrealized holding gains (loss) arising during the period .....................    (163,000)     126,000    (270,000)     282,000
  Less:  reclassification adjustment for net gains realized in net income .......          --           --          --     (151,000)
                                                                                    ---------    ---------   ---------    ---------
Subtotals .......................................................................   $(163,000)   $ 126,000   $(270,000)   $ 131,000
                                                                                    ---------    ---------   ---------    ---------
Comprehensive income ............................................................   $  59,000    $ 304,000   $ 344,000    $ 994,000
                                                                                    =========    =========   =========    =========
</TABLE>

                                       7
<PAGE>

                                     ITEM 2
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS

     This  Quarterly  Report  on Form  10-Q  contains  certain  forward  looking
statements  consisting  of estimates  with respect to the  financial  condition,
results of  operations  and  business of the Company that are subject to various
factors  which  could  cause  actual  results  to differ  materially  from these
estimates.  These  factors  include:  changes in  general,  economic  and market
conditions;  the  development  of an  adverse  interest  rate  environment  that
adversely affects the interest rate spread or other income  anticipated from the
Company's operations and investments;  depositor and borrower  preferences;  and
the factors described under  "Management's  Discussion and Analysis of Financial
Condition and Results of Operations - Year 2000."

GENERAL

     Big Foot Financial Corp. (the "Company"),  an Illinois corporation,  is the
holding company for Fairfield  Savings Bank,  F.S.B.  (the "Bank"),  a federally
chartered  stock  savings  bank.  On December 19, 1996,  the Bank  completed its
conversion (the "Conversion") from a federally  chartered mutual savings bank to
a federally  chartered  stock savings bank,  and all of the capital stock of the
Bank was acquired by the Company.  The Company issued and sold 2,512,750  shares
of its  common  stock,  $.01 par  value,  at a price of  $10.00  per  share in a
subscription  offering (the  "Offering") to eligible  members of the Bank and to
the Company's  Employee Stock  Ownership  Plan  ("ESOP").  Net proceeds from the
Offering amounted to $22.0 million.

     The Company's  principal business is its investment in the Bank, which is a
community-oriented  financial  institution  providing  a  variety  of  financial
services  to the  communities  which it serves.  The Bank's  principal  business
consists of gathering savings deposits from the general public within its market
area and investing  those funds  primarily in mortgage  loans secured by one- to
four-family   owner   occupied   properties,   mortgage-backed   securities  and
obligations  of  the  U.S.  Government.  To a  lesser  extent,  the  Bank  makes
multifamily  residential loans, commercial real estate loans, land, construction
and development loans, consumer loans and commercial lines of credit. The Bank's
revenues are derived  principally  from interest on mortgage  loans and interest
and dividends on investments,  mortgage-backed  securities and, to a much lesser
extent,  short-term  investments.  The Bank also  derives  income  from fees and
service  charges.  The Bank's primary sources of funds are savings deposits and,
to a lesser  extent,  advances  from the Federal  Home Loan Bank of Chicago (the
"FHLB"). The Bank does not have any subsidiaries.

     On November 6, 1998,  the OTS provided its  non-objection  to the Company's
second stock repurchase program to repurchase up to 119,356 shares of its common
stock ("Second Repurchase Program"),  upon completion of its existing repurchase
program ("First  Repurchase  Program").  The First Repurchase Program and Second
Repurchase  Program authorize the Company to repurchase a total of up to 244,993
shares, or 9.75 percent, of its 2,512,750 outstanding common shares. As of April
20, 1999,  the Company had  repurchased  244,950 shares of its common stock at a
cost of $3.3 million pursuant to the First and Second Repurchase Program. On May
10, 1999,  the OTS  provided  its  non-objection  to the  Company's  third stock
repurchase  program to repurchase up to 113,388 shares of its outstanding common
shares.  The  repurchases  will be made from time to time at the  discretion  of
management.

                                       8
<PAGE>



     On December 4, 1997,  the OTS provided its  non-objection  to the Company's
notification  that it would  repurchase  up to an additional 4% of its shares of
common  stock,  or  100,510  shares,  for the  Company's  1997  Recognition  and
Retention Plan ("RRP").  The Company,  as of December 31, 1998, had  repurchased
the 100,510  common shares needed for the RRP. On February 23, 1999, the Company
amended the RRP in connection with the granting of a restricted stock award to a
new director. See "Other Matters".

     The  selected  financial  ratios and other data of the Company set forth in
the table on the next  page are  derived  in part  from,  and  should be read in
conjunction with, the Unaudited Consolidated Financial Statements of the Company
presented elsewhere in this report.

                                       9
<PAGE>

BIG FOOT FINANCIAL CORP.
FINANCIAL HIGHLIGHTS
(Dollars in thousands except per share data)

<TABLE>
<CAPTION>

                                                                          March 31,    June 30,
                                                                             1999        1998  
                                                                           --------    --------
<S>                                                                        <C>         <C>     
SELECTED FINANCIAL CONDITION DATA:
    Total assets ....................................................      $214,616    $220,604
    Loans receivable (net) ..........................................       129,580     115,472
    Allowance for loan losses .......................................           300         300
    Mortgage-back securities ........................................        63,834      79,764
    Savings deposits ................................................       122,378     123,835
    Borrowed funds ..................................................        52,000      53,000
    Stockholders' equity ............................................        35,014      38,094
</TABLE>

<TABLE>
<CAPTION>

                                                                                 At or for the          At or for the
                                                                              Three Months ended      Nine Months ended
                                                                                   March 31,               March 31,   
                                                                            ---------------------- -----------------------
                                                                                1999       1998        1999        1998       
                                                                            ----------- ---------- ----------- -----------
<S>                                                                         <C>         <C>         <C>           <C>    
SELECTED OPERATING DATA:
    Net interest income before provision for loan losses ...............       $ 1,573     $ 1,549     $ 4,811     $ 4,831
    Net income .........................................................           222         178         614         863
                                                                                                                 
SELECTED FINANCIAL RATIOS:                                                                                       
    Bank Capital ratios:                                                                                         
      Tangible .........................................................         12.68%      12.87%      12.68%      12.87%
      Core .............................................................         12.68       12.87       12.68       12.87
      Risked-based .....................................................         31.03       33.62       31.03       33.62
    Return on average assets (1) .......................................          0.41        0.33        0.38        0.54
    Return on average stockholders' equity (1) .........................          2.50        1.87        2.24        3.05
    Consolidated equity to assets at end of period .....................         16.31       18.28       16.31       18.28
    Noninterest expense to average assets (1) ..........................          2.39        2.50        2.47        2.47
    Non-performing assets as a percent of total assets .................          0.10        0.09        0.10        0.09
    Allowance for loan losses as a percent of total loans ..............          0.23        0.28        0.23        0.28
    Allowance for loan losses as a percent of non-performing loans .....        144.93      150.75      144.93      150.75
                                                                                                                 
PER SHARE DATA:                                                                                                  
    Basic earnings per share ...........................................    $     0.10  $     0.08  $     0.27    $   0.37
    Diluted earnings per share .........................................          0.10        0.07        0.27        0.36
    Book value per share ...............................................         15.20       15.24       15.20       15.24
                                                                                                                 
STOCK QUOTES:                                                                                                    
    High ...............................................................    $    14.250 $    23.938 $    18.500   $  23.938
    Low ................................................................         12.313      20.125      12.313      16.000
    At March 31, .......................................................         12.875      21.000      12.875      21.000
                                                                                                               
--------------------------------------------------------------------------------------------------------------------
(1) Three and nine month results have been annualized.
</TABLE>

                                       10
<PAGE>




      COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 1999 AND JUNE 30, 1998

     Total assets decreased $6.0 million from $220.6 million at June 30, 1998 to
$214.6  million at March 31, 1999.  The  components of the Company's  asset base
also changed from June 30, 1998 to March 31,  1999.  Mortgage-backed  securities
("MBS")  (including both  held-to-maturity  and  available-for-sale  portfolios)
decreased  $15.9 million from $79.7 million at June 30, 1998 to $63.8 million at
March 31, 1999.  This  decrease is primarily  due to $26.0  million in principal
repayments  which was  partially  offset by the purchase of $10.1 million of MBS
during the nine month period.  An increase of $14.1 million in loans  receivable
from $115.5  million at June 30, 1998 to $129.6  million at March 31, 1999,  was
the  result of loan  originations  of $30.6  million  which  exceeded  the $16.5
million of loan repayments.  Interest  earning  deposits  decreased $3.5 million
from $9.8 million at June 30, 1998 to $6.3 million at March 31, 1999.

     The  allowance  for loan  losses  at March 31,  1999 and June 30,  1998 was
$300,000.  Management believes that the allowance for loan losses is adequate to
cover  any  known  losses,  and  any  losses  reasonably  expected  in the  loan
portfolio.  While  management  estimates  loan losses  using the best  available
information,  no assurance  can be made that future  additions to the  allowance
will not be necessary. The ratio of the allowance for loan losses to total loans
was 0.23% and 0.26% at March 31, 1999 and June 30, 1998, respectively.  At March
31,  1999 and June 30,  1998,  the  ratio of the  allowance  for loan  losses to
non-performing  loans was  144.93% and  87.72%,  respectively.  The Bank had two
non-performing loans totaling approximately $207,000 at March 31, 1999 and three
non-performing  loans totaling  approximately  $342,000 at June 30, 1998.  There
were no loan chargeoffs during the three and nine month periods ending March 31,
1999 and 1998.

     Savings  deposits  decreased  $1.5  million from June 30, 1998 to March 31,
1999;  during this time,  borrowed funds decreased by $1.0 million.  The savings
categories of passbook accounts,  money market demand accounts, and certificates
of deposit all had  decreased  balances,  while  interest-bearing  NOW  accounts
increased $559,000.

     Stockholders'  equity at March 31, 1999 was $35.0  million or $3.1  million
less than at June 30, 1998. This decline is due to the purchase of 62,850 shares
of the Company's  common stock for the  Recognition  and Retention  Plan and the
repurchase of 208,450 treasury shares by the Company, at a cost of $2.8 million,
pursuant to the  Company's  First and Second  Repurchase  Programs.  Accumulated
other comprehensive income declined $270,000 since June 30, 1998. (See note 4 to
Unaudited Consolidated Financial Statements).

           COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED
                             MARCH 31, 1999 AND 1998

     GENERAL. For the three months ended March 31, 1999, net income was $222,000
or $0.10  basic and  diluted  earnings  per  share,  compared  to net  income of
$178,000  or $0.08  basic and  $0.07  diluted  earnings  per share for the three
months ended March 31, 1998.

     INTEREST  INCOME.  Interest income  decreased  $39,000 for the three months
ended March 31, 1999. The average balance of  interest-earning  assets increased
$2.6  million  from $204.3  million for the three months ended March 31, 1998 to
$206.9  million for the three months ended March 31, 1999.  The average yield on
the Bank's  interest-earning assets decreased 16 basis points from 6.75% for the
three  months ended March 31, 1998 to 6.59% for the three months ended March 31,
1999.

                                       11
<PAGE>

     INTEREST  EXPENSE.  Interest expense  decreased $63,000 to $1.8 million for
the three months  ended March 31, 1999,  as compared to the same period in 1998.
The average rate paid on interest-bearing  liabilities decreased 28 basis points
from  4.67% for the three  months  ended  March 31,  1998 to 4.39% for the three
months ended March 31, 1999. The average balance of interest-bearing liabilities
increased  $4.5  million to $169.3  million for the three months ended March 31,
1999 from $164.8 million for the three months ended March 31, 1998. The decrease
in the average cost of  interest-bearing  liabilities  resulted primarily from a
reduction  in the  average  rates  paid of 40 basis  points on  certificates  of
deposit  and a 44 basis  points  reduction  in borrowed  funds  during the three
months ended March 31, 1999 compared to the three months ended March 31, 1998.

     NET INTEREST INCOME BEFORE  PROVISION FOR LOAN LOSSES.  Net interest income
before  provision  for loan losses was $1.6  million for the three  months ended
March 31, 1999, an increase of $24,000 from the same period in 1998. The average
interest  rate spread  increased 12 basis points from 2.08% for the three months
ended March 31, 1998 to 2.20% for the  comparable  period in 1999.  Net interest
margin  increased one basis point and was 2.99% for the three months ended March
31, 1999.

     PROVISION  FOR LOAN LOSSES.  There was no provision for loan losses for the
three  months  ended  March 31,  1999 and 1998.  See  "Comparison  of  Financial
Condition at March 31, 1999 and June 30, 1998".

     NONINTEREST  INCOME.  Noninterest  income was $68,000 for the three  months
ended March 31,  1999,  compared to $57,000 for the three months ended March 31,
1998. The difference was primarily due to an increase in ATM service fee income.

     NONINTEREST EXPENSE. Non-interest expense decreased $37,000 from $1,330,000
for the three  months  ended March 31,  1998 to  $1,293,000  for the  comparable
period in 1999.

     Compensation  expense for the three months  ended March 31, 1999  decreased
$55,000 over the similar period in 1998.  This decrease was primarily due to the
cost of the employee stock ownership plan ("ESOP"), which is directly related to
the  Company's  average  stock  price.  The  Company's  average  stock price has
declined when  compared to the average third quarter price for 1998;  therefore,
the ESOP  expense  was  $40,000  lower in the three  months  end March 31,  1999
compared to the same period in 1998.

     Office occupancy  expense  increased  $43,000 for the third quarter of 1999
compared to 1998. The increase was primarily due to an increase in  depreciation
expense of furniture and equipment, which was caused by the purchase of new ATMs
and in-house data processing equipment.

     Other  noninterest  expense was $177,000 for the three month period  ending
March 31, 1999  compared to $194,000  for the three month period ended March 31,
1998. This decrease was primarily due to several expense reductions in the third
quarter of 1999, none of which were significant.

     INCOME TAX EXPENSE.  Income tax expense  increased $28,000 from $98,000 for
the three  months  ended March 31, 1998 to $126,000  for the three  months ended
March 31, 1999.  This increase was due to an  improvement  of $72,000 in pre-tax
income,  as well as a slight  increase in the effective tax rate.  The effective
tax rate was 36.2% and 35.5% for the three  month  periods  ended March 31, 1999
and 1998, respectively.

                                       12
<PAGE>

            COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED
                             MARCH 31, 1999 AND 1998

     GENERAL.  For the nine months ended March 31, 1999, net income was $614,000
or $0.27 basic and  diluted  earnings  per share,  compared to $863,000 or $0.37
basic and $0.36  diluted  earnings per share for the nine months ended March 31,
1998.

     INTEREST  INCOME.  Interest  income was $10.5  million  for the nine months
ended March 31, 1999,  compared to $10.7 million for the nine months ended March
31, 1998. The average balance of interest  earning assets increased $2.9 million
from $205.9  million for the nine months ended March 31, 1998 to $208.8  million
for the nine  months  ended  March 31,  1999.  The  average  yield on the Bank's
interest-earning assets decreased 21 basis points from 6.93% for the nine months
ended March 31, 1998 to 6.72% for the nine months ended March 31, 1999.

     INTEREST EXPENSE.  Interest expense decreased $158,000 and was $5.7 million
for the nine months ended March 31, 1999.  This  decrease was due primarily to a
lower  cost of funds.  The  average  rate paid on  interest-bearing  liabilities
decreased 21 basis points from 4.68% for the nine months ended March 31, 1998 to
4.47%  for the nine  months  ended  March  31,  1999.  The  average  balance  of
interest-bearing  liabilities  increased  $3.2 million to $170.4 million for the
nine months  ended March 31, 1999 from $167.2  million for the nine months ended
March 31, 1998.

     NET INTEREST INCOME BEFORE  PROVISION FOR LOAN LOSSES.  Net interest income
before provision for loan losses decreased  $20,000 and was $4.8 million for the
nine months ended March 31, 1999 and 1998. The average  interest rate spread was
2.25% for the nine months  ended March 31, 1999 and 1998.  Net  interest  margin
declined  six basis  points and was 3.07% for the nine  months  ended  March 31,
1999.

     PROVISION  FOR LOAN LOSSES.  There was no provision for loan losses for the
nine  months  ended March 31, 1999 and for the  comparable  period in 1998.  See
"Comparison of Financial Condition at March 31, 1999 and June 30, 1998".

     NONINTEREST  INCOME.  Noninterest  income was  $210,000 for the nine months
ended March 31, 1999  compared to $422,000  for the nine months  ended March 31,
1998.  The primary  reason for the decrease was due to a $229,000  gain that was
realized  from a sale in  1998  of $9.5  million  of  securities  classified  as
available-for-sale.

     NONINTEREST  EXPENSE.  Noninterest  expense  increased $74,000 for the nine
months ended March 31, 1999 as compared to the nine months ended March 31, 1998.

     Compensation  expense for the nine month  period  ending March 31, 1999 was
$2.3  million,  an increase of $116,000 over the similar  period last year.  RRP
expense  for the nine  months  ended  March 31,  1999 was  $350,000  compared to
$110,000  expense  for  the  nine  months  ended  March  31,  1998.  The RRP was
implemented  in  mid-December  1997;  therefore,  1998 had almost four months of
expense  compared to nine months of expense in 1999.  The 1999 RRP expense  also
includes  a payment of $63,000  made to the  estate of a former  director.  ESOP
expenses  declined $102,000 for the nine months ended March 31, 1999 compared to
the same  period  in 1998.  The cost of the  ESOP is  partially  related  to the
Company's average stock price; therefore, this reduction was caused by the lower
average  stock price of the Company  during the nine months of 1999  compared to
the same period in 1998.

                                       13
<PAGE>

     Professional  services expense  decreased  $29,000 to $208,000 for the nine
month  period  ended  March 31,  1999.  This  decrease  was  primarily  due to a
reduction in legal fees associated with an ongoing  litigation  regarding a real
estate development known as Olympia Fields.

     Office  occupancy  expense was $830,000 for the nine months ended March 31,
1999,  compared to $797,000 for the same period in 1998.  This was primarily due
to increased furniture and fixture depreciation expense, which was caused by the
purchase of new ATMs and in-house data processing equipment.

     Other  noninterest  expense was  $617,000  for the nine month  period ended
March 31, 1999  compared to $663,000  for the nine month  period ended March 31,
1998.  This  decrease was  primarily due to a one time $40,000 State of Illinois
franchise  payment in 1998 and a reduction of advertising  expense in 1999. This
decrease was partially  offset by an increase of $27,000 in 1999 relating to the
Year 2000 issue.

         INCOME TAX EXPENSE.  Income tax expense decreased $57,000 from $421,000
for the nine months  ended March 31, 1998 to $364,000  for the nine months ended
March 31, 1999.  This  decrease was  primarily  due to a decrease of $306,000 in
pre-tax  income which was  partially  offset by an increase in the effective tax
rate.  The  effective  tax rate was 37.2% and 32.8% for the nine  month  periods
ended March 31, 1999 and 1998, respectively.

YEAR 2000

         The "Year 2000 Problem" centers on the inability of computer systems to
recognize  the Year 2000.  Many  existing  computer  programs  and systems  were
originally  programmed  with six digit  dates that  provided  only two digits to
identify the calendar year in the date field,  without  considering the upcoming
change  in the  century.  With the  impending  millennium,  these  programs  and
computers  could recognize "00" as the year 1900 rather than the year 2000. Like
most  financial  service  providers,  the  Company  and  its  operations  may be
significantly  affected by the Year 2000  Problem due to the nature of financial
information.  Software,  hardware,  and  equipment  both  within and outside the
Company's  direct  control  and  with  which  the  Company   electronically   or
operationally  interfaces (e.g.  third party vendors  providing data processing,
information  system  management,  maintenance  of computer  systems,  and credit
bureau information) are likely to be affected.  Furthermore, if computer systems
are not adequately changed to identify the Year 2000, many computer applications
could fail or create erroneous  results.  As a result,  many calculations  which
rely on the date field information,  such as interest, payments or due dates and
other operating  functions,  may generate  results which could be  significantly
misstated,  and the Company  could  experience a temporary  inability to process
transactions, send invoices or engage in similar normal business activities.

         In addition,  noninformation  technology  systems,  such as telephones,
copiers and elevators may also contain  embedded  technology  which controls its
operation and which may be affected by the Year 2000 Problem. When the Year 2000
arrives,  systems,  including  some of those with embedded  chips,  may not work
properly because of the way they store date information. They may not be able to
deal  with  the  date  01/01/00,  and may not be able to deal  with  operational
`cycles' such as `do x every 100 days'.  Thus,  even  noninformation  technology
systems may affect the normal  operations of the Company upon the arrival of the
Year 2000.

         Under certain  circumstances,  failure to  adequately  address the Year
2000 Problem could adversely affect the viability of the Company's suppliers and
creditors and the  creditworthiness  of its  borrowers.  

                                       14
<PAGE>

Thus,  if not  adequately  addressed,  the Year 2000  Problem  could result in a
significant adverse impact on the Company's  products,  services and competitive
condition.

     The Office of Thrift  Supervision  ("OTS"),  the Company's  primary federal
bank regulatory agency,  along with the other federal bank regulatory  agencies,
has  published  substantive  guidance on the Year 2000  Program and has included
Year 2000  compliance as a substantive  area of  examination  for both regularly
scheduled  and special bank  examinations.  These  publications,  in addition to
providing guidance as to examination  criteria,  have outlined  requirements for
creation and  implementation  of a compliance  plan and target dates for testing
and  implementation of corrective action, as discussed below. As a result of the
oversight by and authority  vested in the federal bank  regulatory  agencies,  a
financial  institution  that does not become Year 2000  compliant  could  become
subject  to  administrative  remedies  similar  to those  imposed  on  financial
institutions  otherwise  found not to be operating  in a safe and sound  manner,
including remedies available under prompt corrective action regulations.

     In order to  address  the Year 2000  issue and to  minimize  its  potential
adverse impact, management has implemented a process to identify areas that will
be  affected  by the Year  2000  Problem,  assess  its  potential  impact on the
operations of the Bank,  monitor the progress of third party software vendors in
addressing  the matter,  test  changes  provided by these  vendors,  and develop
contingency   plans  for  any  critical   systems  which  are  not   effectively
reprogrammed.  A committee of senior  officers and  employees of the Company has
been formed to evaluate the effects  that the  upcoming  Year 2000 could have on
the Bank and its operations. The Company's plan is divided into five phases: (1)
Awareness Phase - define the problem, obtain executive level support, develop an
overall  strategy.  This phase was completed in September  1997;  (2) Assessment
Phase - identify  all  systems  and  criticality.  This phase was  completed  in
December  1997;  (3)  Renovation  Phase -  program  enhancements,  hardware  and
software upgrades,  system replacements,  and vendor certifications.  This phase
was completed in September  1998; (4) Validation  Phase - test and verify system
changes  and  coordinate   with  outside   parties.   This  phase  for  internal
applications  was  completed  during  the  quarter  ended  March 31,  1999 and a
scheduled   completion   date  of  June  30,  1999  is  expected   for  external
applications;  and (5) Implementation  Phase - components certified as Year 2000
compliant and moved to production. All but two external systems have been stated
by the  respective  vendors as Year 2000  compliant.  The remaining  systems are
expected to be tested and implemented by June 30, 1999.

     Third party  vendors  provide the majority of software used by the Company.
The  Company  has  provided  notice  to its  vendors  concerning  the Year  2000
situation.  The Company's software vendors have provided upgraded or replacement
software which is stated to be Year 2000 compliant. This has enabled the Company
to devote  substantial  time to the testing of the upgraded systems prior to the
arrival of the  millennium.  The Company  also  utilizes  the service of a third
party vendor to provide the software  which is used to process and maintain most
customer-related  accounts. This vendor has provided the Company with a software
version which has been stated to be Year 2000 compliant.  Testing by the Company
to verify  compliance for its  applications  and usage was completed in October,
1998. The Company presently  believes the modifications to existing software and
conversions to new software, the Year 2000 Problem, as it relates to systems and
other operations  utilized by the Company,  will be mitigated  without causing a
material  adverse  impact on the operations of the Company.  However,  even with
such  modifications  and conversions the Year 2000 Problem could have an adverse
impact on the operations of the Company.  The critical  application software and
hardware  for the  Company's  in-house  computer  system has been  tested by the
respective  service  providers  and  internally,  and  has  been  stated  by the
respective vendors to be Year 2000 compliant. The Company has developed, and the
Board of Directors has  approved,  a  Remediation  Contingency  Plan which is to
mitigate risks associated with the failure to successfully  complete renovation,
validation  or  implementation  of any  applications.  After an  application  is
implemented, the Company is allowed to drop the application from the Remediation

                                       15
<PAGE>

Contingency Plan. A second contingency plan, the Busines Resumption  Contingency
Plan, is to mitigate the risks  associated  with the failure of  applications at
critical dates. The Business Resumption  Contingency Plan has been developed and
the Board of Directors  has  approved  such plan.  The Company will  continue to
closely monitor the progress of its Year 2000 compliance plan.

     The  Company's  total Year 2000  project  cost and  estimates  to  complete
include  the  estimated  costs and time  associated  with the  impact of a third
party's Year 2000  Problem,  and are based on presently  available  information.
HOWEVER,  THERE CAN BE NO GUARANTEE  THAT THE SYSTEMS OF THE OTHER  COMPANIES ON
WHICH THE COMPANY'S SYSTEMS RELY WILL BE TIMELY CONVERTED,  OR THAT A FAILURE TO
CONVERT  BY ANOTHER  COMPANY,  OR A  CONVERSION  THAT IS  INCOMPATIBLE  WITH THE
COMPANY'S SYSTEMS,  WOULD NOT HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY. The
Company  believes it has no exposure to  contingencies  related to the Year 2000
Problem for the products it has sold.

     In addition,  monitoring  and managing the Year 2000 project will result in
additional  direct and indirect costs to the Company and the Bank.  Direct costs
include   potential   charges  by  third  party  software  vendors  for  product
enhancements,  costs  involved  in  testing  software  products  for  Year  2000
compliance,  and any resulting costs for developing and implementing contingency
plans for critical software products which are not enhanced. Indirect costs will
principally  consist of the time  devoted by existing  employees  in  monitoring
software vendor progress,  testing enhanced  software  products and implementing
any necessary  contingency  plans.  Both direct and indirect costs of addressing
the Year 2000  Problem  will be charged to earnings as  incurred.  Total  direct
costs to date are approximately  $27,000.  The Company currently  estimates that
the aggregate  direct costs should not exceed  $50,000 and does not believe that
such costs will have a material effect on the results of operations.

     The  costs  of the  project  and the  date on which  the  Company  plans to
complete the Year 2000  modifications  are based on management's best estimates,
which were derived utilizing numerous assumptions of future events including the
continued availability of certain resources,  third party modification plans and
other factors.  However,  there can be no guarantee that these estimates will be
achieved,  and actual results could differ materially from those plans. Specific
factors that might cause such material  differences include, but are not limited
to, the availability and cost of personnel  trained in this area, the ability to
locate and correct all relevant computer codes, and similar uncertainties. '

     There has been limited litigation filed against corporations  regarding the
Year 2000 Problem and such corporations' compliance efforts, and the law in this
area will likely  continue to develop well into the new  millennium.  Should the
Company  experience  a Year  2000  failure,  exposure  of the  Company  could be
significant  and  material,  unless  there is  legislative  action to limit such
liability.  Legislation has been introduced in several  jurisdictions  regarding
the Year 2000 Problem.  However,  no assurance can be given that the legislation
will be enacted in jurisdictions  where the Company does business that will have
the effect of limiting any potential liability.

                         LIQUIDITY AND CAPITAL RESOURCES

     The Bank's  primary  sources of funds are savings  deposits,  principal and
interest payments on loans and mortgage-backed  securities,  and borrowings from
the  FHLB.   While   maturities   and  scheduled   amortization   of  loans  and
mortgage-backed securities provide an indication of the timing of the receipt of
funds,  changes in interest rates,  economic conditions and competition strongly
influence  mortgage  prepayment  rates and savings  deposit flows,  reducing the
predictability of the timing of sources of funds.

                                       16
<PAGE>

     The Bank is required by OTS to maintain an average  daily balance of liquid
assets (cash,  certain time deposits,  bankers'  acceptances,  specified  United
States Government, state or federal agency obligations, shares of certain mutual
funds and certain  corporate debt  securities  and commercial  paper) equal to a
monthly average of not less than a specified  percentage of its net withdrawable
deposit accounts plus short-term  borrowings.  This liquidity requirement may be
changed from time to time by the OTS to any amount within the range of 4% to 10%
depending upon economic conditions and the savings flows of member institutions,
and is currently 4%. At March 31, 1999, the Bank's  liquidity  ratio was 62.52%.
The  Bank's  liquidity  ratio  is  high  due to the  amount  of  mortgage-backed
securities in the portfolio.  The levels of the Bank's  short-term liquid assets
are dependent on the Bank's operating, financing and investing activities during
any given period.

     The primary  investing  activities of the Bank during the nine months ended
March 31, 1999 were the origination of mortgage loans, and other loans.

     See  the   "Consolidated   Statements  of  Cash  Flows"  in  the  Unaudited
Consolidated Financial Statements included in this Form 10-Q for the sources and
uses of cash flows for operating  activities  and financing  activities  for the
nine months ended March 31, 1999 and 1998.

     At March 31, 1999, the Bank had outstanding loan origination commitments of
$2.9  million  and  unused  lines  of  consumer  credit  of  $421,000.  The Bank
anticipates  that it will have  sufficient  funds  available to meet its current
origination and other lending commitments.  Certificates of deposit scheduled to
mature in one year or less from March 31, 1999 totaled $40.1 million. Based upon
the Bank's most recent pricing strategy,  management believes that a significant
portion of such deposits will remain with the Bank.  Management believes it will
have adequate  resources to fund all  commitments  on a short term and long term
basis in accordance with its business strategy.

     At  March  31,  1999,  the  Bank  exceeded  all of its  regulatory  capital
requirements with a tangible capital level of $26.4 million,  or 12.68% of total
adjusted assets, which is above the required level of $3.1 million or 1.5%; core
capital of $26.4 million, or 12.68% of total adjusted assets, which is above the
required  level of $6.2 million or 3.0%; and total  risk-based  capital of $26.7
million, or 31.03% of risk-weighted assets, which is above the required level of
$6.9 million, or 8.0%.

                       IMPACT OF NEW ACCOUNTING STANDARDS

     In June 1997,  the  financial  Accounting  Standards  Board  (FASB)  issued
Statement of Financial Accounting  Standards (SFAS) No. 131,  "Disclosures about
Segments  of an  Enterprise  and  Related  Information"  (Statement  131)  which
establishes  standards  for the way public  business  enterprises  are to report
information about operating segments in annual financial statements and requires
those  enterprises to report selected  information  about operating  segments in
interim financial reports issued to shareholders. Statement 131 is effective for
financial  periods  beginning after December 15, 1997, but is not required to be
applied to interim financial  statements in the initial year of its application.
As the  Company  operates as a single  business  segment,  Statement  131 is not
expected to have a material impact.

     In February 1998, the FASB issued SFAS No. 132 "Employers' Disclosure about
Pensions and Other Postretirement Benefits" (Statement No. 132) which amends the
disclosure  requirements  of  Statements  No.  87,  "Employers'  Accounting  for
Pensions" (Statement No. 87), No. 88, "Employers' Accounting for Settlements and
Curtailments  of Defined  Benefit  Pension Plans and for  Termination  Benefits"
(Statement No. 88), and No. 106, "Employers' Accounting  Postretirement Benefits
Other Than Pensions" (Statement No. 106).

                                       17
<PAGE>

     This Statement  standardizes the disclosure  requirements of Statements No.
87 and No. 106 to the extent  practicable  and recommends a parallel  format for
presenting  information  about  pensions  and  other  postretirement   benefits.
Statement  No.  132 only  addresses  disclosure  and does not  change any of the
measurement of recognition  provisions provided for in Statement No. 87, No. 88,
or No. 106. Statement 132 is effective for fiscal years beginning after December
15, 1997 and is not expected to have a material impact on the Company.

     In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative
Instruments  and  Hedging  Activities".   Statement  No.  133  standardizes  the
accounting for derivative instruments,  including certain derivative instruments
imbedded in other contracts. Under the standard,  entities are required to carry
all derivative instruments in the statement of financial position at fair value.
The accounting for the changes in fair value of a derivative  instrument depends
on  whether  it  has  been  designated  and  qualifies  as  part  of  a  hedging
relationship  and,  if so, on the reason for holding it. The gain or loss due to
changes in fair value is recognized in earnings or as other comprehensive income
in the statement of  shareholders'  equity,  depending on the type of instrument
and whether or not it is considered a hedge.  Statement No. 133 is effective for
all fiscal  quarters of all fiscal  years  beginning  after June 15,  1999.  The
Company has not yet  determined  the impact this new  statement  may have on its
future financial condition or its results of operations.

     In  October  1998,   the  FASB  issued  SFAS  No.  134,   "Accounting   for
Mortgage-Backed  Securities  Retained after the Securitization of Mortgage Loans
Held for Sale by a Mortgage Banking Enterprise,  an amendement of FASB Statement
No.  65"  (Statement  No.  134).  Statement  No. 134  amends  Statement  No. 65,
"Accounting for Certain Mortgage  Banking  Activities" to conform the subsequent
accounting for securities retained after the securitization of mortgage loans by
a mortgage  banking  enterprise  with the  subsequent  accounting for securities
retained  after the  securitization  of other  types of assets by a  nonmortgage
banking  enterprise.  Statement  No.  134 was  effective  for the first  quarter
beginning  after December 15, 1998. The Company has not securitized any mortgage
loans  and  Statement  134 is not  expected  to have a  material  impact  on the
Company.

                                  OTHER MATTERS

     The Board of Directors presently consists of six members, with one vacancy.
On February 23, 1999,  the Company's  Board of Directors  appointed Mr.  Stephen
Nelson to the board. Mr. Nelson is a Vice President with Hovde  Financial,  Inc.
In connection  with Mr. Nelson's  appointment to the Board,  the Company granted
restricted  stock  awards  under the RRP plan of 3,149  shares and  granted  Mr.
Nelson  options under the Company's  Stock Option Plan to purchase 6,868 shares.
The Company is actively seeking  additional  qualified  candidates to appoint to
the Board of Directors  and will nominate such  individuals  at the  appropriate
time.

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<PAGE>

                                     ITEM 3
            QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     There has been no  material  change in market risk from that  disclosed  in
Item 7A of the Company's 1998 Form 10-K for the year ended June 30, 1998.


                                     PART II
                                OTHER INFORMATION

ITEM 1. Legal Proceedings
        None

ITEM 2. Changes in Securities and Use of Proceeds 
        None

ITEM 3. Defaults Upon Senior Securities
        None

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

ITEM 5. Other Information
        None

ITEM 6. Exhibits and Reports on Form 8-K
        (a)  Exhibit 27 - Financial Data Schedule*
        (b)  Reports on Form 8-K
             None

        *Submitted only with filing in electronic format.

SIGNATURES

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

                                       BIG FOOT FINANCIAL CORP.
                                             (Registrant)




                                       By: /s/Timothy L. McCue
                                          --------------------------
                                              Timothy L. McCue
                                          Vice President and Chief
                                              Financial  Officer
May 13, 1999

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