UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20519

                                    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    December 31, 1997
                                  ------------------ 

                                                      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:   0-23620
                          -------

   Mid Continent Bancshares, Inc.
--------------------------------------------------------------------------------
Exact name of registrant as specified in its charter

Kansas                                                  48-1146797
--------------------------------------------------------------------------------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of Incorporation or organization)

 124 West Central,  El Dorado, Kansas                                      67042
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

                                (316)  321-2700
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

N/A
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since 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 12 months (or for short period that the registrant was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. [ X ] Yes [ ] No


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

                     Date:    January 30, 1998
                     Class:  $0.10 par value, common stock
                     Outstanding: 1,998,149 shares


<PAGE>


MID CONTINENT BANCSHARES, INC.

INDEX

                                                                     Page Number

PART I - CONSOLIDATED FINANCIAL INFORMATION

Consolidated Balance Sheets as of December 31, 1997 (Unaudited) 
and September 30, 1997                                                    3

Consolidated Statements of Income for the Three Months
Ended December 31, 1997 and 1996 (Unaudited)                              4

Consolidated Statement of Stockholders' Equity for the Three
Months Ended December 31, 1997 (Unaudited)                                5

Consolidated Statements of Cash Flows for the Three Months
Ended December 31, 1997 and 1996 (Unaudited)                              6

Notes to Consolidated Financial Statements (Unaudited)                    7-11

Management's Discussion and Analysis of Financial
Condition and Results of Operations                                       12-16

PART II - OTHER INFORMATION                                               17

SIGNATURES                                                                18

                                       2
<PAGE>


                         MID CONTINENT BANCSHARES, INC.

                                     PART I

MID CONTINENT BANCSHARES, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
<TABLE>
<CAPTION>
                                                                                             September 30,  December 31,
                                                                                                  1997         1997
                                                                                                            (Unaudited)
                                                                                            --------------- ------------
<S>                                                                                            <C>          <C>      
ASSETS
CASH AND CASH EQUIVALENTS:
   Cash and amounts due from depository institutions                                           $   1,387    $   1,582
   Interest bearing deposits in other banks                                                       15,940        9,019
                                                                                               ---------    ---------
      Total cash and cash equivalents                                                             17,327       10,601
INVESTMENT SECURITIES                                                                             79,390       67,150
CAPITAL STOCK OF FEDERAL HOME LOAN BANK, at Cost                                                   6,675        6,813
MORTGAGE-RELATED SECURITIES                                                                       28,124       26,320
LOANS HELD FOR SALE, at lower of cost or market value                                             13,894       22,583
LOANS RECEIVABLE (Less allowance for loan losses of $465 and $780)                               233,311      246,297
PREMISES AND EQUIPMENT, Net                                                                        7,222        7,091
REAL ESTATE OWNED (Less allowance for losses of $19 and $5)                                           41           20
ACCRUED INTEREST RECEIVABLE                                                                        2,871        3,226
MORTGAGE SERVICING RIGHTS, Net                                                                    13,615       14,162
OTHER ASSETS                                                                                       2,792        3,348
                                                                                               ---------    ---------
TOTAL ASSETS                                                                                   $ 405,262    $ 407,611
                                                                                               =========    =========
                                                                                                          


LIABILITIES AND STOCKHOLDERS' EQUITY
DEPOSITS                                                                                       $ 236,333    $ 262,386
ADVANCE PAYMENTS BY BORROWERS FOR TAXES AND INSURANCE                                              2,066          916
INCOME TAXES PAYABLE, Net of deposits                                                                             122
DEFERRED INCOME TAXES                                                                              1,042        1,042
ACCRUED AND OTHER LIABILITIES                                                                      4,039        2,641
ADVANCES FROM FEDERAL HOME LOAN BANK                                                             121,800       99,500
                                                                                               ---------    ---------
      Total liabilities                                                                          365,280    $ 366,607

COMMITMENTS AND CONTINGENT LIABILITIES

STOCKHOLDERS' EQUITY:
PREFERRED STOCK, no par value, 10,000,000 shares authorized, no shares issued or outstanding
COMMON STOCK, $0.10 par value, 20,000,000 shares authorized, 2,251,953 shares issued                 225          225
ADDITIONAL PAID-IN CAPITAL                                                                        22,209       22,213
LESS UNEARNED COMPENSATION-EMPLOYEE STOCK OWNERSHIP PLAN                                            (918)        (871)
RETAINED EARNINGS, Substantially restricted                                                       23,851       24,514
                                                                                               ---------    ---------
      Total                                                                                       45,367       46,081
TREASURY STOCK, 290,000 and 253,804 shares, at cost                                               (5,385)      (5,077)
                                                                                               ---------    ---------
      Total stockholders' equity                                                                  39,982       41,004
                                                                                               ---------    ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                     $ 405,262    $ 407,611
                                                                                               =========    =========
</TABLE>

See notes to consolidated financial statements


                                       3
<PAGE>



MID CONTINENT BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands, Except Share Amounts)
<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED
                                                                      DECEMBER 31,
                                                               ------------------------
                                                                    1996        1997
                                                                (Unaudited) (Unaudited)
<S>                                                                <C>        <C>    
INTEREST INCOME:
   Loans receivable                                                $ 3,648    $ 4,896
   Mortgage-related securities                                         654        571
   Investment securities                                             1,771      1,464
   Other interest-cash and cash equivalents                             49         74
                                                                   -------    -------
      Total interest income                                          6,122      7,005
                                                                   -------    -------

INTEREST EXPENSE:
   Deposits                                                          2,655      2,835
   Advances from Federal Home Loan Bank                              1,252      1,667
                                                                   -------    -------
      Total interest expense                                         3,907      4,502
                                                                   -------    -------

NET INTEREST INCOME                                                  2,215      2,503

PROVISION FOR LOAN LOSSES                                               25        325
                                                                   -------    -------

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES                  2,190      2,178
                                                                   -------    -------
OTHER INCOME:
   Loan servicing fees                                               1,207      1,228
   Amortization of mortgage servicing rights                          (421)      (495)
   Service fees and other charges to customers                         704        883
   Gain on sale of loans, net                                          291        416
   Insurance commissions                                                16          4
   Other                                                                53          3
                                                                   -------    -------
      Total other income                                             1,850      2,039
                                                                   -------    -------
OTHER EXPENSE:
   Salaries and employee benefits                                    1,129      1,563
   Occupancy of premises                                               291        289
   Office supplies and related expenses                                141        151
   Data processing                                                     154        163
   Advertising and promotions                                          111         92
   Federal insurance premiums                                           96         39
   Professional services                                                57         60
   Provision for losses on real estate owned                            --         18
   Amortization of excess cost over fair value of asset acquired        12         --
   Deposit account expense                                              89         88
   Loan servicing expense                                               66         72
   Other                                                               101        276
                                                                   -------    -------
      Total other expenses                                           2,247      2,811
                                                                   -------    -------

INCOME BEFORE INCOME TAX EXPENSE                                     1,793      1,406

INCOME TAX EXPENSE                                                     695        552
                                                                   -------    -------
NET INCOME                                                         $ 1,098    $   854
                                                                   =======    =======
Basic earnings per share                                           $  0.59    $  0.45
                                                                   =======    =======
Diluted earnings per share                                         $  0.56    $  0.43
                                                                   =======    =======
</TABLE>

See notes to consolidated financial statements

                                       4

<PAGE>



MID CONTINENT BANCSHARES, INC.


CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
THREE MONTHS ENDED DECEMBER 31, 1997
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>

                                                                             Unearned    
                                                                           Compensation
                                                                           - Employee     Retained
                                                               Additional    Stock        Earnings,                        Total
                                             Common Stock       Paid-In    Ownership    Substantially  Treasury Stock  Stockholders'
                                             Shares      Amount Capital       Plan         Restricted   Shares    Amount  Equity
<S>                                         <C>           <C>   <C>         <C>            <C>        <C>      <C>       <C>    
BALANCE, October 1, 1997                    2,251,953     $225  $22,209     ($918)         $23,851    290,000  ($5,385)  $39,982

Exercise of stock options                                          (105)                              (36,196)     308       203

Common stock committed to be released
for allocation - Employee Stock Ownership
Plan                                                                           47                                             47

Increase in fair market value of Employee
Stock Ownership Plan shares committed to be
released for allocation                                             109                                                      109


Dividends on common stock to stockholders                                                     (191)                         (191)

Net income                                                                                     854                           854

                                            ========== ======= ========  ==============  ========= ========== ========= ========
BALANCE, December 31, 1997                  2,251,953     $225  $22,213     ($871)         $24,514    253,804  ($5,077)  $41,004
                                            ========== ======= ========  ==============  ========= ========== ========= ========
</TABLE>

                                       5
See notes to consolidated financial statements



<PAGE>


MID CONTINENT BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
<TABLE>
<CAPTION>
                                                                                                           THREE MONTHS ENDED
                                                                                                              DECEMBER 31,
                                                                                                          1996          1997
                                                                                                       (Unaudited)   (Unaudited)
                                                                                                       -----------  ------------
                                                                                                         (Dollars in Thousands)
<S>                                                                                                     <C>         <C>     
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                                           $  1,098    $    854
   Adjustments to reconcile net income to net cash provided by (used in) operating activities:
   Common stock committed to be released for allocation - Employee Stock Ownership Plan                       40          47
   Increase in fair market value of Employee Stock Ownership Plan shares committed to be released for
    allocation                                                                                                40         109
   Amortization of unearned compensation - Management Stock Bonus Plan                                        50        --
   Stock dividend on capital stock in Federal Home Loan Bank                                                 (73)       (137)
   Amortization of premiums and discounts on mortgage-related securities and investment  securities, net     (26)        (16)
   Provision for loan losses                                                                                  25         325
   Net loan origination fees capitalized                                                                     240         318
   Amortization of net deferred loan origination fees                                                        (25)        (14)
   Amortization of mortgage servicing rights                                                                 421         495
   Impairment of mortgage servicing rights                                                                     1          (1)
   Amortization of excess of costs over fair value of asset acquired                                          12          --
    Provision for loss on real estate owned                                                                   --          18
   Gain on sale of real estate owned                                                                         (18)         --
   Depreciation on premises and equipment                                                                    132         132
   Gain on sale of loans, net                                                                               (291)       (416)
   Origination of loans held for sale                                                                    (53,109)    (72,929)
   Proceeds from sale of loans held for sale                                                              50,897      64,655
   Changes in:
      Accrued interest receivable                                                                           (438)       (355)
      Other assets                                                                                          (842)       (128)
      Income taxes payable                                                                                   695        (308)
      Accrued and other liabilities                                                                         (811)     (1,393)
                                                                                                        --------    --------
             Net cash used in operating activities                                                        (1,982)     (8,744)
                                                                                                        --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from maturity or call of investment securities                                                11,000      16,470
   Purchases of investment securities                                                                    (12,283)     (4,199)
   Principal collected on mortgage-related securities                                                      1,071       1,790
   Origination of loans receivable, net of principal collection                                           (8,386)    (13,616)
   Acquisitions of mortgage servicing rights                                                                (666)     (1,041)
   Purchases of premises and equipment                                                                      (442)         (1)
   Proceeds from sales of real estate owned                                                                   69           3
                                                                                                        --------    --------
             Net cash used in investing activities                                                        (9,637)       (594)
                                                                                                        --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Receipts for deposits, net                                                                             10,290      26,053
   Net decrease in advance payments by borrowers for taxes and insurance                                  (1,217)     (1,149)
   Proceeds from advances from Federal Home Loan Bank                                                     89,700      55,260
   Repayments on advances from Federal Home Loan Bank                                                    (83,900)    (77,560)
   Cash dividend on common stock to stockholders                                                            (190)       (195)
   Exercise of stock options                                                                                  --         203
                                                                                                        --------    --------
             Net cash provided by financing activities                                                    14,683       2,612
                                                                                                        --------    --------

INCREASE IN CASH AND CASH EQUIVALENTS                                                                      3,064      (6,726)
CASH AND CASH EQUIVALENTS:
   Beginning of period                                                                                     5,618      17,327
                                                                                                        --------    --------
   End of period                                                                                        $  8,682    $ 10,601
                                                                                                        ========    ========
 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
   Income tax payments                                                                                  $      0    $      0
                                                                                                        ========    ========
   Interest payments                                                                                    $  3,930    $  4,530
                                                                                                        ========    ========
   Loans transferred to real estate owned                                                               $    162    $      0
                                                                                                        ========    ========
   Accrued dividends on common stock                                                                    $    192    $    189
                                                                                                        ========    ========
</TABLE>

See notes to consolidated financial statements

                                       6
<PAGE>


                         MID CONTINENT BANCSHARES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.    PRINCIPLES OF CONSOLIDATION

The  consolidated  financial  statements  include the accounts of Mid  Continent
Bancshares, Inc., (the Company), and its wholly-owned subsidiary,  Mid-Continent
Federal Savings Bank (the Bank) and its subsidiary,  Laredo Investment, Inc. All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

2.    REORGANIZATION AND MERGER AGREEMENT

On  September 2, 1997,  the Company  entered  into a  Reorganization  and Merger
Agreement  ("the  agreement") to be acquired by Commercial  Federal  Corporation
("Commercial  Federal").  Under the terms of the agreement,  Commercial  Federal
will acquire through a tax-free  reorganization all of the outstanding shares of
the Company's  common stock in exchange for Commercial  Federal's  common stock.
The exchange  ratio will be determined  based upon the average  closing price of
Commercial Federal's common stock during a twenty consecutive trading day period
prior to closing.  Based on Commercial  Federal's  closing price on September 2,
1997,  the  Company's  shareholders  would  receive  1.3039 shares of Commercial
Federal's common stock for each share of the Company's outstanding common stock.
The acquisition is subject to regulatory approvals,  the Company's shareholders'
approval  and other  conditions  and is expected  to close in the second  fiscal
quarter of 1998.  The  accompanying  financial  statements  do not  include  any
adjustments giving effect to the agreement.

3.    BASIS OF PRESENTATION

The  consolidated  balance  sheet as of  December  31,  1997,  the  consolidated
statements  of income for the three  months  ended  December  31, 1996 and 1997,
stockholders' equity for the three months ended December 31, 1997 and cash flows
for the three months ended December 31, 1996 and 1997, have been prepared by the
Company,  without audit,  and therefore do not include  information or footnotes
necessary  for a complete  presentation  of  consolidated  financial  condition,
results of  operations,  and cash flows in conformity  with  generally  accepted
accounting  principles.  It  is  suggested  that  these  consolidated  financial
statements  be read  in  conjunction  with  the  September  30,  1997  financial
statements  and notes thereto  included in the Annual Report of the Company.  In
the opinion of management,  all adjustments (consisting of only normal recurring
adjustments)  necessary for the fair presentation of the consolidated  financial
statements  have been  included.  The results of operations for the three months
ended December 31, 1997 are not necessarily  indicative of the results which may
be expected for the entire year.

                                       7
<PAGE>

4.    DIVIDENDS ON COMMON STOCK

On December  18, 1997 the  Company  declared a $0.10 per share cash  dividend to
shareholders  of record on January 2, 1998. The dividend was paid on January 15,
1998.

5.    NEW STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS

In  February  1997,  the FASB  issued  SFAS No.  128,  Earnings  per Share.  The
Statement  establishes standards for computing and presenting earnings per share
("EPS").  It replaces the  presentation  of primary EPS with a  presentation  of
basic EPS. The Statement is effective for the Company's financial statements for
the interim  period ended  December 31, 1997.  The Company's  earnings per share
under the new standard is not materially different from previously reported.

In February 1997, the FASB issued SFAS No. 129,  Disclosure of Information about
Capital   Structure.   The  Statement   establishes   standards  for  disclosing
information about an entity's capital structure.  The Statement is effective for
the Company's  financial  statements as of September 30, 1998.  The Company does
not anticipate  that the  implementation  of this Statement will have a material
impact on the consolidated financial statements.

In June 1997,  FASB issued SFAS No. 130,  Reporting  Comprehensive  Income.  The
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.  This Statement requires that
the Company (a) classify items of other comprehensive  income by their nature in
a  financial  statement  and  (b)  display  the  accumulated  balance  of  other
comprehensive  income separately from retained  earnings and additional  paid-in
capital  in the  equity  section  of a  statement  of  financial  position.  The
Statement is effective  for the Company's  financial  statements as of September
30,  1999.  The Company  does not  anticipate  that the  implementation  of this
Statement will have a material impact on the consolidated financial statements.

In June 1997,  FASB  issued  SFAS No.  131,  Disclosures  about  Segments  of an
Enterprise and Related Information.  The Statement establishes standards for the
way that public business enterprises report information about operating segments
in annual  financial  statements  and  requires  that those  enterprises  report
selected  information  about  operating  segments in interim  financial  reports
issued to shareholders.  It also establishes  standards for related  disclosures
about  products  and  services,  geographic  areas,  and  major  customers.  The
Statement is effective  for the Company's  financial  statements as of September
30, 1999. The Company  anticipates that the implementation of this Statement may
require additional disclosures.

                                       8
<PAGE>
6.    LOANS RECEIVABLE
                   
                
                                         September 30,  December 31,
                                            1997           1997
                                                         (Unaudited)
                                         -------------  ------------
                                             (Dollars in Thousands)
First mortgage loans:
Residential-one-to-four units                $ 217,152    $ 229,424
Secured by other properties                        857          795
Construction loans                              17,534       19,421
                                             ---------    ---------
                                               235,543      249,640
                                             ---------    ---------

Other installment loans:
Property improvement, auto and other             6,375        6,306
Mobile home                                        128          103
Deposits                                           795          833
                                             ---------    ---------
                                                 7,298        7,242
                                             ---------    ---------
Less:
   Unearned discounts and loan fees                255          152
   Unamortized premiums on loans purchased        (737)        (871)
   Undisbursed loan funds                        9,547       10,524
   Allowance for loan losses                       465          780
                                             ---------    ---------
                                             $ 233,311    $ 246,297
                                             =========    =========
                                                         

The Bank  services  loans for others which are not included in the  accompanying
consolidated  balance sheets. The approximate unpaid principal balances of these
loans are summarized as
follows:

                                          September 30,  December 31,
                                             1997           1997
                                                         (Unaudited)
                                          -------------  ------------
                                             (Dollars in Thousands)
Government National Mortgage Association     $  854,467   $  850,841
Federal National Mortgage Association           100,778       96,983
Federal Home Loan Mortgage Corporation          330,225      358,031
Other Investors                                   5,861        5,574
                                             ----------   ----------
                                             $1,291,331   $1,311,429
                                             ==========   ==========

7.    MORTGAGE SERVICING RIGHTS (MSR)

Following is an analysis of the changes in mortgage servicing rights:

                                               Three Months Ended
                                                   December 31,
                                                   (Unaudited)
                                                1996         1997
                                             ----------   ---------
                                             (Dollars in Thousands)
Balance, Beginning of period                  $ 12,496    $ 13,625
Additions                                          666       1,041
Amortization                                      (421)       (495)
                                              --------     -------
                                                12,741      14,171
Allowance for loss                                   1           9
                                              --------     -------
Balance, End of period                        $ 12,740    $ 14,162
                                              ========    ========  

                                       9
<PAGE>

 8.    RECONCILIATION OF BASIC EARNINGS PER SHARE AND DILUTED EARNINGS PER SHARE
<TABLE>
<CAPTION>

                                                                  Income                Shares               Per-share
                                                                                                               Amount
                                                              -----------------     ----------------     -------------------
<S>                                                                     <C>               <C>                         <C>  
For the Quarter Ended December 31, 1996:
   Basic earnings per share (Income available to common
    stockholders)                                                       $1,098            1,874,032                   $0.59
                                                                                                         ===================
   Effect of Dilutive Securities
      Stock Options                                                                          75,879
                                                              -----------------     ----------------
   Diluted earnings per share (Income available to common
     stockholders plus assumed conversions)                             $1,098            1,949,911                   $0.56
                                                              =================     ================     ===================

For the Quarter Ended December 31, 1997:
   Basic earnings per share (Income available to common
    stockholders)                                                         $854            1,883,913                   $0.45
                                                                                                         ===================
   Effect of Dilutive Securities
      Stock Options                                                                          85,382
                                                              -----------------     ----------------
   Diluted earnings per share (Income available to common
     stockholders plus assumed conversions)                               $854            1,969,295                   $0.43
                                                              =================     ================     ===================
</TABLE>

 9.    CONTINGENCIES

LEGAL PROCEEDINGS
-----------------
Supreme Court Ruling on Breach of Contract Regarding Supervisory Goodwill:
Mid-Continent Federal Savings Bank, the wholly-owned subsidiary of Mid Continent
Bancshares,  Inc.,  is pursuing  its claim  against the  federal  government  to
recover funds lost as a result of the  enactment of the  Financial  Institutions
Reform, Recovery, and Enforcement Act of 1989 ("FIRREA").  In 1986, the Bank was
encouraged by the federal  government to acquire an insolvent thrift institution
("Reserve Savings and Loan  Association").  The federal  government  allowed the
Bank to  count  the  insolvent  thrift's  losses  as  "goodwill"  assets  and to
double-count as "capital  credit" federal  government funds provided to help the
Bank take over the failing thrift. The Bank contends (among other things) in its
lawsuit that the federal  government  breached  its contract  with the Bank when
FIRREA was enacted  because FIRREA  prevented the Bank from counting such assets
toward minimum capital requirements.  As a result of FIRREA, the Bank was forced
to write off approximately  $7,500,000 in supervisory  goodwill.  This write off
reduced the Bank's regulatory capital.

On July 1, 1996, the United States Supreme Court affirmed decisions by a federal
appellate  court that the government had breached  express  contracts with three
thrifts  (U.S.  v. Winstar  Corp.  et al.) and therefore was liable for damages.
Those lawsuits stemmed from circumstances that are similar to those of the Bank;
in  order  to  persuade  those  thrifts  to  acquire  certain  insolvent  thrift
institutions,  the federal government promised  accounting  treatment similar to
that promised to the Bank.

While the Supreme  Court's  ruling in U.S. v. Winstar  Corp.  et al.,  serves to
support  the Bank's  legal  claims in its  pending  lawsuit  against the federal
government,  it is not  possible at this time to predict what effect the Supreme
Court's ruling, and subsequent rulings of a lower court

                                       10
<PAGE>

concerning   damages,   will  have  on  the  outcome  of  the  Bank's   lawsuit.
Notwithstanding  the Supreme Court's ruling,  there can be no assurance that the
Bank will be able to recover  any funds  arising  out of its claim  and,  if any
recovery is made, the amount of such recovery.

                                       11
<PAGE>


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

GENERAL

Mid Continent  Bancshares,  Inc. is a Kansas  corporation  organized in January,
1994.  The Holding  Company is engaged in the business of directing and planning
the activities of  Mid-Continent  Federal  Savings Bank,  the holding  company's
primary asset.

Mid-Continent  Federal  Savings Bank is engaged  principally  in the business of
attracting  deposits from the general public and using such  deposits,  together
with other borrowed funds, to originate permanent and construction loans secured
by one-to-four  family  residential real estate, to make permitted  investments,
including  mortgage-backed and mortgage-related  securities,  and to acquire the
rights to perform loan servicing functions for others.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity Resources:

The Bank's primary sources of funds are deposits, advances from the Federal Home
Loan  Bank  and  proceeds  from  principal  and  interest   payments  on  loans,
mortgage-related  securities and  investment  securities.  While  maturities and
scheduled   amortization  of  loans  and   mortgage-related   securities  are  a
predictable source of funds,  deposit flows and mortgage prepayments are greatly
influenced by general  interest  rates,  economic  conditions  and  competition.
Dependent on the current economic conditions, the bank receives additional funds
through   unscheduled   prepayments  of  mortgage  loans  and   mortgage-related
securities.

The  Office of Thrift  Supervision  (OTS)  requires  a  savings  institution  to
maintain  an  average   daily  balance  of  liquid  assets  (cash  and  eligible
investments)  equal to at  least  4% of the  average  daily  balance  of its net
withdrawable deposits and short-term borrowings. In addition,  short-term liquid
assets  currently  must  constitute  1% of the sum of net  withdrawable  deposit
accounts plus short-term  borrowings.  The Bank's actual  liquidity  ratios were
10.9% and 7.8% as of September 30, 1997 and December 31, 1997, respectively. The
Bank's short-term liquidity ratio was 7.7% and 5.2%, respectively.

Managing the Bank's liquidity levels is a daily and a long-term  function of the
Bank and its Asset Liability Committee.  Cash flows are monitored by the Bank on
a regular basis.  Cash flow planning is utilized to enhance the Bank's  earnings
where possible.  Management  believes that the Bank has access to ample funds to
meet any unforeseen liquidity needs of the near future.

                                       12

<PAGE>


Capital Resources:

As required under the Financial Institution Reform, Recovery and Enforcement Act
(FIRREA)  the Bank is required to maintain  specific  amounts of capital.  As of
December  31,  1997,  the Bank was in  compliance  with all  regulatory  capital
requirements.  Capital includes tangible,  core and risk-based capital ratios of
9.0%, 9.0% and 22.4%, respectively.

The Bank's capital  requirements and actual capital under OTS regulations are as
follows as of December 31, 1997:


                                                      AMOUNT            RATIO
                                                  (in thousands)

                  GAAP CAPITAL                        $37,163
                                                      =======

                  TANGIBLE CAPITAL:
                       ACTUAL                         $37,163            9.0%
                       REQUIRED                         6,193            1.5%
                                                      -------           -----
                       EXCESS                         $30,970            7.5%
                                                      =======            ====

                  CORE CAPITAL:
                       ACTUAL                         $37,163            9.0%
                       REQUIRED                        12,387            3.0%
                                                      -------           -----
                       EXCESS                         $24,776            6.0%
                                                      =======            ====

                  RISK-BASED CAPITAL:
                       ACTUAL                         $37,943           22.4%
                       REQUIRED                        13,535            8.0%
                                                      -------           -----
                       EXCESS                         $24,408           14.4%
                                                      =======           =====

                                       13

<PAGE>


                              RESULTS OF OPERATIONS
                  THREE MONTHS ENDED DECEMBER 31, 1997 AND 1996
                             (Dollars in Thousands)

GENERAL - The Company's net income for the three months ended  December 31, 1997
was $854 compared with $1,098 the three months ended December 31, 1996.

NET INTEREST INCOME - The Company's net interest  income is primarily  dependent
upon  the  difference  or  "spread"  between  the  yield  earned  on  loans  and
investments  and  the  rate  paid on  deposits  and  borrowings,  as well as the
relative  amounts of such assets and  liabilities.  The interest  rate spread is
affected by regulatory, economic and competitive factors that influence interest
rates,  loan  demand  and  deposit  flows.  The  Company,   like  other  savings
institution  holding  companies,  is subject to interest rate risk to the degree
that its  interest-bearing  liabilities mature or reprice at different times, or
on a different basis, than its interest-earning assets.

Net  interest  income for the three month  period  ended  December  31, 1997 was
$2,503, representing a 13.0% increase from the three month period ended December
31, 1996.  Interest-bearing  assets and liabilities  increased from December 31,
1996 to December 31, 1997.  (Interest-bearing  assets  increased by $50,423,  or
15.4%, while interest-bearing liabilities increased by $49,603, or 15.9%.) Total
interest income increased by 14.4% to $7,005,  while interest expense  increased
15.2% to $4,502.

INTEREST  INCOME - Interest  income for the three months ended December 31, 1997
was $7,005  compared  with $6,122 for the three months ended  December 31, 1996,
representing an increase of $883 or 14.4%.

The Bank's interest on loans receivable increased $1,248 during the three months
ended December 31, 1997 over the same period in 1996. This increase  reflects an
increase in loans  receivable,  comprised  primarily of  adjustable  rate loans.
Loans held for  investment  purposes  at  December  31,  1997 was  approximately
$67,155 greater than such loans at December 31, 1996.

Interest on mortgage-related  securities decreased $83. The Bank's investment in
mortgage-related securities declined in the quarter ended December 31, 1997.

Income from the investment  portfolio,  FHLB stock and cash and cash equivalents
decreased  $282.  The  decline is due to a decrease  in the  average  investment
securities,  FHLB  stock and  interest-earning  cash  during the  quarter  ended
December 31, 1997 when compared to the December 31, 1996 quarter.

INTEREST EXPENSE - Interest expense for the three months ended December 31, 1997
was $4,502  compared  with $3,907 for the three months ended  December 31, 1996,
representing an increase of $595 or 15.2%.  The increased  interest  expense for
the period was the result of growth in the deposits of $37,603, from $224,783 at
December  31, 1996 to $262,386 at December  31,  1997,  as well as an  increased
amount of borrowings of $12,000, from $87,500 at December 31, 1996 to $99,500 at
December 31, 1997. 

                                       14
<PAGE>

PROVISION FOR LOAN LOSSES - The Bank  currently  maintains an allowance for loan
losses based upon management's  periodic  evaluation of known and inherent risks
in the loan portfolio, the Bank's past loss experience,  adverse situations that
may  affect  the  borrowers'  ability  to repay  loans,  estimated  value of the
underlying  collateral and current and expected  market  conditions.  During the
three months ended December 31, 1997 and 1996, respectively, the Bank recorded a
provision for loan losses of $16 and $25.

In addition to the provision for loan loss described above, the Bank recorded an
additional  $309,000 as a general valuation  allowance to absorb possible credit
losses  within  the loan  portfolio  utilizing  the  practices  and  methods  of
Commercial  Federal Bank, in accordance with the terms of the Reorganization and
Merger Agreement as set forth in note 2 to the financial statements.

OTHER INCOME - Other  income for the three month period ended  December 31, 1997
was $2,039  compared  with $1,850 for the three months ended  December 31, 1996,
representing an increase of $189.

At  December  31,  1997,  the Bank was  servicing  approximately  $1,311,429  of
mortgage  loans  for  others.  At  December  31,  1996,  the Bank was  servicing
approximately  $1,246,918  of  mortgage  loans  for  others.  The  Bank's  total
servicing  portfolio for others increased  $64,511,  or 5.2%. Net loan servicing
fees decreased $53 from $786 for the quarter ended December 31, 1996 to $733 for
the quarter ended December 31, 1997. This results from gross loan servicing fees
increasing $21, and amortization of loan servicing rights increasing $74.

Revenue from service fees and other charges to customers  increased  $179,  from
$704 for the quarter  ended  December  31,  1996 to $883 for the  quarter  ended
December  31, 1997.  Gains on sale of loans  increased  $125,  from $291 for the
quarter ended December 31, 1996 to $416 for the quarter ended December 31, 1997.

A primary  source of the increase in service  fees from  customers is the Bank's
checking  account  programs.  The number of  checking  accounts  increased  from
approximately  16,400 at December 31, 1996 to  approximately  19,000 at December
31, 1997.  In addition to  enhancing  service fee income,  the checking  account
programs provide a source of low-cost deposits for the Bank.

Loans held for sale increased $6,362, or 39.2%, to $22,583 at December 31, 1997,
compared to $16,221 at December 31, 1996. Sales of loans held for sale increased
$13,758,  or 27.0%,  from  $50,897 for the quarter  ended  December  31, 1996 to
$64,655 for the  quarter  ended  December  31,  1997.  Gain on the sale of loans
increased  from $291 for the  quarter  ended  December  31, 1996 to $416 for the
quarter  ended  December  31, 1997.  Although  the Company  reduces the level of
market risk by obtaining  commitments  to sell loans at fixed prices,  it cannot
eliminate all such risks.

OTHER  EXPENSE - Other  expenses for the three  months  ended  December 31, 1997
totaled $2,811  compared to $2,247 for the three months ended December 31, 1996.
Other  expenses  consisted  of  compensation  related  expenses,   building  and
maintenance  expenses,  federal 

                                       15
<PAGE>

insurance  premiums,  audit and OTS  examination  fees,  and other  general  and
administrative expenses.

Salaries and employee  benefits  increased  from $1,129 in the December 31, 1996
quarter to $1,563 in the December 31, 1997 quarter. Included in the December 31,
1997  quarter  are  $272,800  of  compensation  expenses  for  bonus,  directors
retirement  and  vacation pay which will be payable to  directors,  officers and
employees of the Bank upon closing of the reorganization and merger.

Office occupancy,  supplies and data processing expenses collectively  increased
$17 in the December 31, 1997 quarter  compared to the December 31, 1996 quarter.
In addition to general  increases  in costs of  services,  the December 31, 1997
quarter  includes  the costs of ten full service  branches in 1997,  compared to
seven in 1996. The Bank's tenth full service branch was opened in June, 1997.

Federal  insurance  premiums  decreased  $57,  from  $96 for the  quarter  ended
December 31, 1996 to $39 for the quarter ended December 31, 1997.

Loan  servicing  expenses  increased from $66 for the quarter ended December 31,
1996 to $72 for the quarter ended December 31, 1997. Loan servicing expenses are
incurred for custodial fees for loan documents,  additional loan payoff interest
associated with GNMA pooled mortgages and other miscellaneous  servicing related
expenses.

INCOME TAXES - Income tax expense for the three  months ended  December 31, 1997
was $552 which represents an effective tax rate of 39.3%. Income tax expense for
the three months ended December 31, 1996 was $695 which  represents an effective
tax rate of 38.8%.

                                       16

<PAGE>


                         MID CONTINENT BANCSHARES, INC.

PART II

Item 1.              Legal Proceedings

                     The Company has no material proceedings pending against it.

Item 2.              Changes in Securities

                     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

                     On January 13, 1998 a Form 8-K (Item 7), dated December 18,
                     1997, was filed.



                                       17
<PAGE>


                                   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.


                                           Mid Continent Bancshares, Inc.


February 3, 1998                           /s/  Richard T. Pottorff
----------------                           ------------------------
Date                                       Richard T. Pottorff
                                           President
                                           Chief Executive Officer


February 3, 1998                           /s/  Larry R. Goddard
----------------                           ---------------------
Date                                       Larry R. Goddard
                                           Executive Vice President
                                           Chief Financial Officer




                                       18