UNITED STATES

                  SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C. 20549

                             FORM 10-QSB

  X      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
----     ACT OF 1934

         For the quarterly period ended June 30, 1997

         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
---

         For the transition period from _________________ to __________________

                         Commission file number: 0-24598

                               TSB Financial, Inc.
        (Exact name of small business issuer as specified in its charter)


             Delaware                                           37-1325942
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                   100 South Sampson, Tremont, Illinois 61568
                    (Address of principal executive offices)

                                 (309) 925-2511
                           (Issuer's telephone number)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No ___

269,875 shares of the registrant's common stock, par value $.01 per share, were
outstanding at August 1, 1997.


<PAGE>


                              TSB FINANCIAL, INC.

                               TABLE OF CONTENTS

                                                                          Page
------------------------------------------------------------------------------

PART I.  FINANCIAL INFORMATION

    Item 1.       Financial Statements                                      3

    Item 2.       Management's Discussion and Analysis                      8
                      of Plan of Operation

PART II. OTHER INFORMATION

    Item 1.       Legal Proceedings                                         13

    Item 2.       Changes in Securities                                     13

    Item 3.       Defaults Upon Senior Securities                           13

    Item 4.       Submission of Matters to a Vote of Security Holders       13

    Item 5.       Other Information                                         13

    Item 6.       Exhibits and Reports on Form 8-K                          13

    SIGNATURES                                                              14


<PAGE>


PART I.   FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

TSB Financial, Inc. and Subsidiary -- Note to Consolidated  Financial Statements


Note 1. The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-QSB and therefore do not
include all information and footnotes necessary for a fair presentation of
financial position, results of operations, and cash flows in conformity with
generally accepted accounting principles.

In the opinion of management, the consolidated financial statements of TSB
Financial, Inc. (the "Company") and subsidiary at June 30, 1997 and September
30,1996 and for the three month and nine month periods ended June 30, 1997 and
1996 include all adjustments necessary for a fair presentation of the results of
those periods. All such adjustments are of a normal recurring nature.

Results of operations for the nine month period ended June 30, 1997 are not
necessarily indicative of the results that may be expected for the year ending
September 30, 1997.


<PAGE>


                       TSB FINANCIAL, INC. AND SUBSIDIARY
                        Consolidated Statement of Income
                                   (Unaudited)


THREE MONTHS ENDED JUNE 30               1997        1996

Interest Income
  Loans                                $486,739    $431,169
  Mortgage-backed securities             41,205      49,937
  Interest-bearing deposits              16,193      13,510
  Investment securities                  41,078      59,678
                                       --------    --------
Total interest income                   585,215     554,294
                                       --------    --------

Interest Expense
  Deposits                              255,204     221,012
  Borrowings                             73,569      53,194
                                       --------    --------
Total interest expense                  328,773     274,206
                                       --------    --------

Net Interest Income                     256,442     280,088
  Provision for losses on loans           4,500       3,000
                                       --------    --------

Net Interest Income after Provision     251,942     277,088
  for losses on loans

Other Income
  Loan fees and service charges           9,122      16,573
  Other income                            9,009       7,714
                                       --------    --------
Total other income                       18,131      24,287
                                       --------    --------

Other Expense
   Salaries and employee benefits        87,636      86,125
   Net occupancy expense                  5,860       5,667
  Equipment expense                      13,215       8,902
  Deposit insurance expense               3,410      10,989
  Computer services                      12,438      17,728
  Office supplies                         3,499       1,348
  Advertising promotion                   5,445       7,952
  Other expense                          30,320      27,764
                                       --------    --------
Total other expense                     161,823     166,475
                                       --------    --------

Income before Income Tax                108,250     134,900
  Income Tax expense                     36,250      47,100
                                       --------    --------

Net Income                             $ 72,000    $ 87,800
                                       --------    --------

Per Share Data
  Assuming no dilution
    Net income                         $   0.31    $   0.39
    Average number of shares            230,337     225,128
  Assuming full dilution
    Net income                         $   0.29    $   0.32
    Average number of shares            251,788     278,138


<PAGE>


                       TSB FINANCIAL, INC. AND SUBSIDIARY
                        Consolidated Statement of Income
                                   (Unaudited)


NINE MONTHS ENDED JUNE 30                 1997          1996

Interest Income
  Loans                                $1,403,133    $1,110,367
  Mortgage-backed securities              128,516       146,373
  Interest-bearing deposits                41,303        55,307
  Investment securities                   143,759       153,410
                                       ----------    ----------
Total interest income                   1,716,711     1,465,457
                                       ----------    ----------

Interest Expense
  Deposits                                749,839       651,178
  Borrowings                              233,919       109,039
                                       ----------    ----------
Total interest expense                    983,758       760,217
                                       ----------    ----------

Net Interest Income                       732,953       705,240
  Provision for losses on loans            13,500         9,000
                                       ----------    ----------

Net Interest Income after Provision       719,453       696,240
  for losses on loans

Other Income
  Loan fees and service charges            24,060        48,907
  Other income                             48,265        21,032
                                       ----------    ----------
Total other income                         72,325        69,939
                                       ----------    ----------

Other Expense
   Salaries and employee benefits         247,223       236,757
   Net occupancy expense                   18,915        15,958
  Equipment expense                        40,246        22,189
  Deposit insurance expense                 6,654        32,258
  Computer services                        35,188        41,816
  Office supplies                          12,211        13,612
  Advertising promotion                    12,992        16,266
  Other expense                           113,259        96,129
                                       ----------    ----------
Total other expense                       486,688       474,985
                                       ----------    ----------

Income before Income Tax                  305,090       291,194
  Income Tax expense                       99,590        99,420
                                       ----------    ----------

Net Income                             $  205,500    $  191,774
                                       ----------    ----------

Per Share Data
  Assuming no dilution
    Net income                         $     0.89    $     0.82
    Average number of shares              229,809       234,824
  Assuming full dilution
    Net income                         $     0.82    $     0.67
    Average number of shares              252,070       286,774


<PAGE>


                       TSB FINANCIAL, INC. AND SUBSIDIARY
                  Consolidated Statement of Financial Condition
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          JUNE 30        SEPTEMBER 30
                                                            1997             1996

Assets
<S>                                                   <C>              <C>         
  Cash                                                 $    383,787     $    290,585
  Short-term interest bearing deposits                      747,853          340,336
                                                       ------------     ------------
    Total cash and cash equivalents                       1,131,640          630,921
  Interest-bearing deposits                                 290,733          484,161
  Investment securities available for sale                1,765,635        2,606,422
  Investment securities held to maturity -
    approximate market value $311,392 and $310,768          305,739          306,037
  Mortgage-backed securities available for sale           2,279,412        2,476,846
  Mortgage-backed securities held to maturity -
    approximate market value $51,197 and $62,938             49,972           61,829
  Loans, net                                             23,993,447       22,481,246
  Premises and equipment                                    172,331          200,316
  Federal Home Loan Bank of Chicago stock, at cost          243,100          318,300
  Other assets                                              590,723          244,000
                                                       ------------     ------------
    Total Assets                                       $ 30,822,732     $ 29,810,078
                                                       ------------     ------------

Liabilities
  Deposits                                             $ 21,826,963     $ 20,149,937
  Short-term borrowings                                   4,858,657        5,615,992
  Advances by borrowers for taxes and insurance              35,755           60,340
  Other liabilities                                         125,277          193,323
                                                       ------------     ------------
    Total Liabilities                                  $ 26,846,652     $ 26,019,592
                                                       ------------     ------------

Stockholders' Equity
  Preferred Stock                                                 0                0
    Authorized and unissued- 200,000 shares
  Common Stock, $.01 value
    Authorized- 550,000 shares
    Issued and outstanding- 269,875 shares                    2,699            2,699
    Capital surplus                                       2,218,894        2,218,894
    Retained earnings-substantially restricted            2,304,191        2,159,413
    Treasury stock - 28,257 and 26,987 shares              (360,011)        (342,548)
    Net unrealized loss/gain on securities
       available for sale                                   (25,069)         (48,129)
  Unearned compensation related to ESOP and MRP            (164,624)        (199,843)

  Total stockholders' equity                              3,976,080        3,790,486
                                                       ------------     ------------

    Total Liabilities and Stockholders' Equity         $ 30,822,732     $ 29,810,078
                                                       ------------     ------------
See note to consolidated financial statements

</TABLE>


<PAGE>


                       TSB FINANCIAL, INC. AND SUBSIDIARY
                 Consolidated Condensed Statement of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>

NINE MONTHS ENDED JUNE 30                                           1997            1996
<S>                                                            <C>             <C>        
Operating Activities
  Net Income                                                    $   205,500     $   191,774
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Provision for loan losses                                        13,500           9,000
    Premium and discount amortization, net                           (9,449)            535
    Depreciation                                                     34,200          19,700
    Allocation of ESOP shares                                        20,241          20,241
    Amortization of MRP                                              14,978          14,978
    Change in:
      Interest receivable                                            10,363         (19,169)
      Interest payable and other liabilities                         50,775         (16,570)
      Prepaid expense and other assets                             (368,965)        (37,835)
      Accrued FDIC insurance premium                               (118,821)              0
                                                                -----------     -----------
      Net cash provided by operating activities                 $  (147,678)    $   182,654

Investing Activities
  Net change in interest-bearing deposits                           193,428        (185,950)
  Purchases of securities available for sale                              0      (1,458,383)
  Proceeds from maturities of securities held to maturity                 0         450,000
  Proceeds from maturities of securities available for sale         864,529           4,234
  Proceeds from paydowns of mortgage-backed
    securities available for sale                                   218,607         368,257
  Purchases of mortgage-backed securities available for sale              0        (765,567)
  Proceeds from paydowns of mortgage-backed securities
    held to maturity                                                 11,628          58,952
  Net changes in loans                                           (1,525,701)     (3,294,093)
  Purchase of premises and equipment                                 (6,215)        (86,714)
  Purchase of FHLB of Chicago Stock                                  75,200         (20,700)
                                                                -----------     -----------
    Net cash provided (used) by investing activities            ($  168,524)    ($4,929,964)

Financing Activities
  Net change in deposits                                          1,677,026       1,501,744
  Proceeds form FHLB advances                                             0       3,000,000
  Repayment of FHLB advances                                       (757,335)              0
  Net change in advances by borrowers for
    taxes and insurance                                             (24,585)         (7,836)
  Cash dividends                                                    (60,722)        (67,435)
  Purchase of stock                                                 (17,463)       (235,750)
                                                                -----------     -----------
      Net cash provided (used) by financing activities          $   816,921     $ 4,190,723

Net Change in Cash and Cash Equivalents                             500,719        (556,587)

Cash and Cash Equivalents, Beginning of Period                      630,921         948,047
                                                                -----------     -----------

Cash and Cash Equivalents, End of Period                        $ 1,131,640     $   391,460

Additional Cash Flows and Supplementary Information
  Interest Paid                                                 $   991,219     $   735,477
  Income tax paid                                                    41,000          88,136

</TABLE>


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION

GENERAL

The Company is a one-bank holding company with Tremont Savings Bank (the "Bank")
as its wholly-owned subsidiary. The Bank converted from a mutual state savings
bank to a stock state savings bank on September 30, 1994 and issued 100% of its
stock to the Company. The fiscal year end of the Company is September 30th.


COMPARISON OF OPERATING RESULTS FOR THE THREE MONTH PERIODS ENDED JUNE 30, 1997
AND 1996.

         For the three months ended June 30, 1997, net income for the Company
decreased to $72,000, an 18.0% change from the $87,800 reported for the same
period ended June 30, 1996. The primary reason for the decrease was interest
expense on deposits and borrowings, reflective of rising market rates.

         Total interest income was up 5.6%, from $554,294 for the quarter ended
June 30, 1996 to $585,215 for the same period ended June 30, 1997. Interest on
loans was the major contributor to this improvement, rising from $431,169 for
the three months ended June 30, 1996 to $486,739 for the three months ended June
30, 1997. This $55,570 increase, or 12.9%, together with a small increase of
$2,683 in interest income on interest-bearing deposits, represented the only
categories of interest-bearing assets to show an increase. Combined income from
mortgage-backed securities and investment securities showed a decline of
$27,332, or 24.9%, when comparing the quarters ended June 30, 1996 and June 30,
1997. This decline was a result of the Company's focus on investing in new loans
instead of securities, along with scheduled principal reductions on certain
securities.

           Income from loan fees and service charges declined 45.0% or $7,451,
from $16,573 for the three months ended June 30, 1996 to $9,122 for the same
period ended June 30, 1997. This decrease was attributed to a reduction in
overdraft fees and late loan payment fees. Other income rose from $7,714 for the
three months ended June 30, 1996 to $9,009 for the three months ended June 30,
1997.

         An increase of 19.9%, or $54,567, was reported in the Company's total
interest expense when comparing the quarters ended June 30, 1996 and June 30,
1997. As market rates on certificate renewals rose during the year, the
Company's interest expense on deposit accounts reflected an increase of 15.5%,
from $221,012 for the three month period ended June 30, 1996 to $255,204 for the
same period ended June 30, 1997. Deposit growth could not fully support the
increased demand for funds, so the Company increased its borrowings from the
Federal Home Loan Bank of Chicago during the past year and incurred an increase
of $20,375 in interest expense on borrowed funds, from $53,194 for the three
months ended June 30, 1996 to $73,569 for the three months ended June 30, 1997.


<PAGE>


         As it does on a regular basis as management deems appropriate, the
Company made a provision for potential loan losses of $4,500 during the quarter
ended June 30, 1997, a 50.0% increase over the $3,000 reserved during the
quarter ended June 30, 1996. Management felt this increase was prudent given the
increase in consumer loans and the higher level of risk associated with that
type of loan.

         Other expenses, which encompass such items as compensation expense,
equipment expense, occupancy expense, deposit insurance expense and data
processing expense dropped from $166,475 for the three months ended June 30,
1996 to $161,823 for the three months ended June 30, 1997. The major
contributing factors were a $5,290, or 29.8%, decrease in data processing
expense due to the increased efficiencies gained following the data center
conversion a year ago and a $7,579, or 69.0%, decrease in deposit insurance
expense as a result of legislation passed in September 1996 that reduced
premiums for all well-managed thrift institutions.

         The Company's income tax expense for the quarter ended June 30, 1997
decreased 23.0% to $36,250 from $47,100 for the same period ended June 30, 1996.
The effective tax rate remained stable at approximately 34%.

         The quarterly primary earnings per share was reported at $0.31 based on
a weighted average of 230,337 outstanding shares, a 20% decrease from the $0.39
per share reported for the same quarter in 1996. Fully diluted quarterly
earnings per share, which takes into account unallocated MRP and ESOP shares,
was reported at $0.29 per share on 251,788 shares outstanding compared to $0.32
per share a year ago.


COMPARISON OF OPERATING RESULTS FOR THE NINE MONTH PERIODS ENDED JUNE 30, 1997
AND 1996.

         For the nine month period ended June 30, 1997, the Company's net income
rose $13,726, or 7.2%, to $205,500 from $191,774 reported for the nine month
period ended June 30, 1996. Interest income from a significantly larger loan
portfolio was primarily responsible for this increase. The rise in interest
income was offset somewhat by increased interest expense on deposits and
borrowings.

         The Company's income from interest on loans rose 26.4%, from $1,110,367
for the nine months ended June 30, 1996 to $1,403,133 for the same period ended
June 30, 1997. Management attributes this improvement to loan origination volume
and the growth in consumer loans carrying higher interest rates. Income from
interest on mortgage-backed securities, based on a total portfolio that declined
because of scheduled principal reductions, dropped 12.2%, from $146,373 to
$128,516 for the nine month periods ended June 30, 1996 and June 30, 1997,
respectively. Due to maturities during the period which reduced the Company's
holdings, interest income on deposit accounts dropped from $55,307 for the nine
month period ended June 30, 1996 to $41,303 for the nine month period ended June
30, 1997. The resulting total interest income for the period ended June 30, 1997
rose 17.2%, or $251,254, over the same period a year ago.

         Largely as a result of the gain on the sale of an investment security,
the Company experienced an increase in other income of $27,233, from $21,032 for
the nine months ended June 30, 1996 to $48,265 for the nine months ended June
30, 1997.


<PAGE>


         Growing deposits and borrowed funds needed to meet loan demand caused
the Company's total interest expense to rise 29.4% when comparing the nine month
periods ending June 30, 1996 and June 30, 1997. Interest on deposits rose from
$651,178 to $749,839, or 15.2% for the periods indicated. The largest increase,
from $109,039 to $233,919, was reported in interest expense on borrowed funds as
the Company increasingly used advances from the Federal Home Loan Bank of
Chicago, . Management continues to assess the costs and accessibility of
borrowed funds compared to lower cost, slower growing deposit accounts.

         In efforts to provide funds for the Company to draw on in the event of
loan losses and write offs, management reserved $13,500 during the nine month
period ended June 30, 1997 compared to $9,000 reserved during the nine month
period ended June 30, 1996. The assessment process is continual, and is
dependent on a number of factors including the types of loans being originated.
Management felt this increase was prudent given the increase in consumer loans
and the higher level of risk associated with that type of loan.

           Equipment expense, due to depreciation expenses resulting from
equipment and facility enhancements, went from $22,189 to $40,246 when comparing
the nine months ended June 30, 1996 to the nine months ended June 30, 1997,
while other miscellaneous expense rose $17,130 when comparing the same periods.
These increases were offset somewhat by decreases in computer services expense
of $6,628 and in deposit insurance premiums of $25,604. Overall, total other
expense increased only 2.5%, or $11,703, from $474,985 to $486,688 when
comparing the nine month periods ended June 30, 1996 and June 30, 1997,
respectively.

         For the nine months ended June 30, 1997, income tax expense remained
stable at $99,590 compared to $99,420 reported for the nine months ended June
30, 1996.

         Primary earnings per share were reported at $0.89 for the first nine
months of fiscal year 1997, compared to $0.82 per share for the first nine
months of fiscal year 1996, representing a 9% increase. Assuming full dilution,
earnings per share for the nine months ended June 30, 1997 was $0.82 compared to
$0.67 for the same period ended June 30, 1996.


FINANCIAL CONDITION

         The first nine months of fiscal year 1997 revealed 3.4% growth in total
assets, from $29.8 million at September 30, 1996 to $30.8 million at June 30,
1997. Management attributes this sustained growth to increases in net loans and
in cash and cash equivalents. The Company continued to emphasize lending,
especially consumer lending, and also felt the need to hold some assets in cash
to meet liquidity needs. Net loans grew 6.7%,or over $1.5 million, from $22.5
million at September 30, 1996 to $24.0 million at June 30, 1997. The Company has
continued to promote home loans and consumer loans as its primary products.
Since the first of the year the Company began actively promoting its Treasure
Chest account, a home equity line of credit for existing home loan customers.


<PAGE>


         As the Company monitored its liquidity needs for purposes such as
funding loans and repurchasing stock, management strove to increase cash and
cash equivalents to gain flexibility. On June 30, 1997, cash and cash
equivalents had risen to $1,131,640, a 79.4% increase over the $630,921 reported
on September 30, 1996. A major contributor to this cash growth was a sale of an
investment security and maturity of others that also caused a drop in total
investment securities of $841,085, or 29.0%, from $2,912,,459 at September 30,
1996 to $2,071,374 at June 30, 1997.

         Mortgage-backed securities, due to regular principal amortization, were
reduced from $2,538,675 on September 30,1996 to $2,329,384 on June 30, 1997.

         Other assets rose from $244,000 at September 30, 1996 to $590,723 at
June 30, 1997 as a result of the Company's investment of $350,000 in a
supplemental retirement and death benefit plan for certain executives and
directors. The amount of the annual benefit is indexed to the financial
performance of an insurance policy owned by the Company over a selected
opportunity rate and is designed to increase each year with a minimal effect on
the Company's earnings while providing a valuable benefit for retaining and
attracting key personnel.

         Deposit gathering has become increasingly competitive in the thrift
industry and in the Company's market area. Through the offering of certificate
of deposit specials and free checking accounts, however, the Company showed an
increase in deposits from September 30, 1996 to June 30, 1997 of $1,677,026, or
8.3%. The Company repaid some of its Federal Home Loan Bank advances in the
first nine months of fiscal year 1997, reducing borrowings of $5,615,992 on
September 30, 1996 by 13.5%, to $4,858,657 on June 30, 1997.

         Advances by borrowers for taxes and insurance decreased from $60,340 on
September 30, 1996 to $35,755 on June 30, 1997 due to the disbursements to pay
annual real estate taxes. Other liabilities decreased from $193,323 to $125,277
when comparing the same respective dates.

         The resulting total liabilities grew slightly, from $26.0 million at
September 30, 1996 to $26.8 million at June 30, 1997.

         On June 30, 1997, stockholders' equity was $3,976,080, or $185,594,
4.9% greater than the $3,790,486 reported on September 30, 1996. The Company
repurchased 1,270 shares of common stock during the nine months ended June 30,
1997. Unearned compensation related to the Company's Management Retention Plan
and Employee Stock Option Plan changed by $35,219, from $199,843 on September
30, 1996 to $164,624 on June 30, 1997 due to regularly scheduled vesting of
employee and director shares under these plans while net unrealized losses on
securities available for sale declined by $23,060 to $25,069 on June 30, 1997
from the $48,129 reported on September 30, 1996 due to a rise in market values
on securities. Stockholders' equity as of June 30, 1997 was reported as follows:

         Stockholders' Equity as of September 30, 1996       $3,790,486
         Treasury stock purchased                               (17,463)
         Decrease in unearned compensation                       35,219
         Net income                                             205,500
         Decrease in net unrealized losses on
          securities available for sale                          23,060
         Dividends paid                                         (60,722)
                                                             ----------
         Stockholders' Equity as of June 30, 1997            $3,976,080


<PAGE>


RECENT REGULATORY DEVELOPMENTS

     The Committee on Banking and Financial Services of the U.S. House of
Representatives has approved legislation that would allow bank holding companies
to engage in a wider range of nonbanking activities, including greater authority
to engage in securities and insurance activities. The expanded powers generally
would be available to a bank holding company only if the bank holding company
and its bank subsidiaries remain well-capitalized and well-managed, and if each
of the depository institution subsidiaries remain well-capitalized and
well-managed, and if each of the depository institution subsidiaries of the bank
holding company had received at least a "satisfactory" rating under the
Community Reinvestment Act. The proposed legislation would also impose various
restrictions on transactions between the depository institution subsidiaries of
bank holding companies and their nonbank affiliates. These restrictions are
intended to protect the depository institutions from the risks of the new
nonbanking activities permitted to such affiliates. At this time, the Company is
unable to predict whether the proposed legislation will be enacted and,
therefore, is unable to predict the impact such legislation may have on the
operations of the Company and its subsidiary.

     Additionally, legislation has been enacted in Illinois that would allow
Illinois banks, effective October 1, 1997, to engage in insurance activities,
subject to various conditions, including requirements for the manner in which
insurance products are marketed to bank customers and requirements that banks
selling insurance provide certain disclosures to customers. Legislation has also
been enacted in Illinois that would prohibit out-of-state banks from acquiring
an Illinois bank unless the Illinois bank has been in existence and continuously
operated for a period of at least five years.


SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES, LITIGATION REFORM ACT OF
1995

     This report contains certain forward looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company intends such
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Reform Act of
1995, and is including this statement for purposes of these safe harbor
provisions. Forward-looking statements, which are based on certain assumptions
and describe future plans, strategies and expectations of the Company, are
generally identifiable by use of the words "believe," "expect," "intend,"
"anticipate," "estimate," "project" or similar expressions. The Company's
ability to predict results or the actual effect of future plans or strategies is
inherently uncertain. Factors which could have a material adverse affect on the
operations and future prospects of the Company and the subsidiaries include, but
are not limited to, changes in: interest rates, general economic conditions,
legislative/regulatory changes, monetary and fiscal policies of the U.S.
Government, including policies of the U.S. Treasury and the Federal Reserve
Board, the quality or composition of the loan or investment portfolios, demand
for loan products, deposit flows, competition, demand for financial services in
the Company's market area and accounting principles, policies and guidelines.
These risks and uncertainties should be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements. Further
information concerning the Company and its business, including additional
factors that could materially affect the Company's financial results, is
included in the Company's filings with the Securities and Exchange Commission.


<PAGE>


ACCOUNTING CHANGES

In March 1997, the FASB issued SFAS No. 128, "Earnings per Share", which
supercedes APB No. 15, "Earnings per Share". SFAS 128 establishes standards for
computing and presenting earnings per share and applies to entities with
publicly held common stock or potential common stock (i.e. securities such as
options , warrants, convertible securities, or contingent stock agreements). The
statement replaces the presentation of primary earnings per share with a
presentation of basic earnings per share and requires dual presentation of basic
and diluted earnings per share on the face of the income statement. SFAS 128 is
effective for financial statements issued for periods ending after 12/15/97.
Earlier application is not permitted; however, restatement of all prior-period
earnings per share data presented will be required. If the Company had been
subject to the requirement of SFAS 128 for the three months and the nine months
ended June 30, 1997 and June 30, 1996, earnings per common share and earnings
per share-assuming dilution would have been unchanged from the amounts presented
in the accompanying financial statements.



PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings
                  There are no material pending legal proceedings to
                  which the Company or its subsidiary is a party other
                  than ordinary routine litigation incidental to their
                  respective businesses.

         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                         None


<PAGE>


                                   SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                  TSB FINANCIAL, INC.

                  Date: August 1,1997        By: /S/____________________________
                                                 Richard A Jameson, President