UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1999

Commission File Number 0-24118


                          OTTAWA FINANCIAL CORPORATION
                          ----------------------------
             (Exact name of registrant as specified in its charter)

        Delaware                                           38-3172166
        --------                                           ----------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                   245 Central Avenue, Holland, Michigan 49423
                   -------------------------------------------
                    (Address of principal executive offices)

                                  616-393-7000
                                  ------------
              (Registrant's telephone number, including area code)


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 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

Class:
Common stock, $.01 par value        As of November 2, 1999, there were 6,145,071
                                    shares outstanding.


<PAGE>


                          OTTAWA FINANCIAL CORPORATION

                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1999

                         PART I - FINANCIAL INFORMATION


Interim Financial  Information required by Rule 10-01 of Regulation S-X and Item
303 of Regulation S-K is included in this Form 10-Q as referenced below:

                                                                           Page

ITEM 1 - FINANCIAL STATEMENTS

      Consolidated Statements of Financial Condition........................3

      Consolidated Statements of Operations.................................4

      Consolidated Statements of Comprehensive Income.......................5

      Consolidated Statements of Cash Flows.................................6-7

      Notes to the Consolidated Financial Statements........................8

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.........................................9-16

ITEM 3   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK................................................................17-18

                           Part II - Other Information

OTHER INFORMATION...........................................................19

SIGNATURES..................................................................20

EXHIBIT INDEX...............................................................21












                                        2

<PAGE>


<TABLE>
<CAPTION>
PART 1                         OTTAWA FINANCIAL CORPORATION
Item 1.               CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                        (UNAUDITED)

                                                                           September 30, 1999  December 31, 1998
                                                                           ------------------  -----------------
                                                                                   (Dollars in Thousands)
<S>                                                                              <C>              <C>
ASSETS
Cash and due from financial institutions                                         $  15,467        $  20,437
Interest-bearing demand deposits in other financial institutions                     1,021           21,788
                                                                                 ---------        ---------
   Total cash and cash equivalents                                                  16,488           42,225
Securities available for sale                                                       88,035           71,646
Federal Home Loan Bank stock                                                        11,782           11,782
Loans held for sale                                                                  2,103            3,375
Loans receivable, net                                                              809,521          769,770
Premises and equipment, net                                                         15,715           15,200
Acquisition intangibles                                                             12,129           13,032
Other assets                                                                        12,304           11,000
                                                                                 ---------        ---------
   Total Assets                                                                  $ 968,077        $ 938,030
                                                                                 =========        =========
LIABILITIES
Deposits                                                                         $ 673,787        $ 693,632
Federal funds purchased                                                             14,000
Federal Home Loan Bank advances                                                    191,353          160,268
Accrued expenses and other liabilities                                              11,679           10,723
                                                                                 ---------        ---------
   Total Liabilities                                                               890,819          864,623
                                                                                 ---------        ---------
SHAREHOLDERS' EQUITY
Common Stock, $.01 par value;
  10,000,000 shares authorized; issued
  6,439,399 shares at September 30, 1999,
  6,770,757 shares at December 31, 1998                                                 66               62
Additional Paid-in Capital                                                          77,049           73,177
Retained earnings, substantially restricted                                          8,507           15,363
Net unrealized gain or (loss) on securities available for sale, net of tax            (558)              23
Employee Stock Ownership Plan (Unallocated Shares)                                  (1,566)          (1,886)
Management Recognition and Retention Plan (Unearned Shares)                           (339)            (712)
Less Cost of Common Stock in
   Treasury - 294,328 shares at
   September 30, 1999, 777,780 shares at
   December 31, 1998                                                                (5,901)         (12,620)
                                                                                 ---------        ---------
Total Shareholders' Equity                                                          77,258           73,407
                                                                                 ---------        ---------

Total Liabilities and Shareholders' Equity                                       $ 968,077        $ 938,030
                                                                                 =========        =========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                        3
<PAGE>

<TABLE>
<CAPTION>
                          OTTAWA FINANCIAL CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                Three Months Ended         Nine Months Ended
                                                    September 30              September 30
                                                1999          1998          1999        1998
                                                ----          ----          ----        ----
                                                          (Dollars in Thousands,
                                                          except per share data)
<S>                                          <C>           <C>           <C>          <C>
Interest Income
    Loans                                    $ 15,865      $ 15,914      $ 46,405     $ 46,922
    Investment securities and
      equity investments                        1,204           977         3,325        2,948
    Other interest and dividend income            274           397         1,094          937
                                             --------      --------      --------     --------
                                               17,343        17,288        50,824       50,807
                                             --------      --------      --------     --------
Interest Expense
    Deposits                                    6,920         7,692        21,211       22,878
    Federal Home Loan Bank advances             2,518         2,482         7,066        7,104
    Other                                          74             4            86           35
                                             --------      --------      --------     --------
                                                9,512        10,178        28,363       30,017
                                             --------      --------      --------     --------
NET INTEREST INCOME                             7,831         7,110        22,461       20,790

Provision for loan losses                         300           240           855          675
                                             --------      --------      --------     --------
NET INTEREST INCOME AFTER PROVISION
  FOR LOAN LOSSES                               7,531         6,870        21,606       20,115
                                             --------      --------      --------     --------
Noninterest income
    Service charges and other fees              1,183         1,093         3,362        3,151
    Mortgage servicing fees                        98            83           302          254
    Gain (loss) on sale of loans                   (3)          592           592        1,584
    Gain (loss) on sale of securities              (9)          (24)
    Other                                         281           227           782          576
                                             --------      --------      --------     --------
                                                1,559         1,995         5,029        5,541
                                             --------      --------      --------     --------
Noninterest expense
    Compensation and benefits                   2,742         2,953         8,510        8,709
    Occupancy                                     426           392         1,279        1,127
    Furniture, fixtures and equipment             329           335           985          920
    Advertising                                    75            75           225          225
    FDIC deposit insurance                         99           101           302          302
    State single business tax                     143           138           428          414
    Data processing                               332           230           946          699
    Professional services                          96           109           323          320
    Acquisition intangibles amortization          301           304           903          912
    Other                                         690           715         2,006        2,067
                                             --------      --------      --------     --------
                                                5,233         5,352        15,907       15,695
                                             --------      --------      --------     --------
INCOME BEFORE FEDERAL
    INCOME TAX EXPENSE                          3,857         3,513        10,728        9,961

Federal income tax expense                      1,372         1,308         3,868        3,698
                                             --------      --------      --------     --------
NET INCOME                                   $  2,485      $  2,205      $  6,860     $  6,263
                                             ========      ========      ========     ========
Earnings per common share
     Basic                                   $    .41      $    .37      $   1.15     $   1.04
                                             ========      ========      ========     ========
     Diluted                                      .39           .34          1.08          .93
                                             ========      ========      ========     ========
Dividends per common share                        .12           .09           .33          .25
                                             ========      ========      ========     ========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                        4

<PAGE>


<TABLE>
<CAPTION>
                          OTTAWA FINANCIAL CORPORATION
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (UNAUDITED)
                                                                      Nine Months Ended
                                                                        September 30
                                                                     1999          1998
                                                                     ----          ----
                                                                    (Dollars in Thousands)
<S>                                                                 <C>          <C>
Net Income                                                          $ 6,860      $ 6,263

Other comprehensive income, net of tax:

     Unrealized gains (losses) arising during the period
          on securities available for sale                             (587)         186

     Less:  reclassification adjustment for accumulated (gains)
          losses included in net income                                   6           16
                                                                    -------      -------

     Unrealized gains (losses) on securities available for sale        (581)         202
                                                                    -------      -------

Comprehensive income                                                $ 6,279      $ 6,465
                                                                    =======      =======
</TABLE>













          See accompanying notes to consolidated financial statements.




                                        5

<PAGE>

<TABLE>
<CAPTION>
                          OTTAWA FINANCIAL CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                                                     Nine Months Ended
                                                                        September 30
                                                                    1999           1998
                                                                    ----           ----
                                                                   (Dollars in Thousands)
<S>                                                              <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income                                                    $  6,860      $  6,263
   Adjustments to reconcile net income to net cash
      from operating activities
         Depreciation                                                 990           888
         Net amortization of security premiums and discounts          281           331
         Amortization of acquisition intangibles                      903           912
         Provision for loan losses                                    855           675
         Loss on limited partnership investments                      212           244
         ESOP expense                                                 887         1,059
         MRP expense                                                  373           405
         Origination of loans for sale                            (60,409)      (98,076)
         Proceeds from sale of loans originated for sale           61,629        96,324
         Gain on sale of loans                                       (592)       (1,584)
         Loss on sale of securities                                     9            24
   Changes in:
         Other assets                                              (1,217)         (145)
         Other liabilities                                          1,154           936
                                                                 --------      --------
            Net cash from operating activities                     11,935         8,256
                                                                 --------      --------


CASH FLOWS FROM INVESTING ACTIVITIES
   Activity in available-for-sale securities:
        Purchases                                                 (36,993)      (33,833)
        Maturities, prepayments and calls                          18,429        27,890
        Sales                                                       1,005         3,976
   Purchases of FHLB stock                                                       (4,474)
   Purchases of loans                                              (9,910)
   Loan originations net of principal payments on loans           (30,052)      (33,287)
   Premises and equipment expenditures, net                        (1,505)       (1,370)
      Net cash from investing activities                          (59,026)      (41,098)
                                                                 --------      --------
</TABLE>



                                        6

<PAGE>


                          OTTAWA FINANCIAL CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                    CONTINUED

                                                           Nine Months Ended
                                                              September 30
                                                          1999           1998
                                                          ----           ----
                                                         (Dollars in Thousands)
CASH FLOWS FROM FINANCING ACTIVITIES
   Net increase(decrease) in deposits                   (19,845)        22,369
   Net increase in Federal funds purchased               14,000            000
   Proceeds from FHLB advances                           62,000        154,625
   Repayment of FHLB advances                           (30,915)      (130,315)
   Proceeds from exercise of stock options                  445            487
   Proceeds from exercise of stock warrants               1,078          1,482
       Cash paid for exchange of warrants                   (92)           000
   Cash dividends paid                                   (1,988)        (1,545)
   Purchase of treasury shares                           (3,329)       (11,541)
                                                      ---------      ---------
      Net cash from financing activities                 21,354         35,562
                                                      ---------      ---------

Net change in cash and cash equivalents                 (25,737)         2,720
                                                      ---------      ---------
Cash and cash equivalents at beginning of year           42,225         32,524
                                                      ---------      ---------

Cash and cash equivalents at end of year              $  16,488      $  35,244
                                                      =========      =========

Supplemental disclosures of cash flow information
   Cash paid during the year for
      Interest                                        $  28,710      $  29,809
      Income taxes                                        3,700          3,160





          See accompanying notes to consolidated financial statements.

                                        7

<PAGE>


                          OTTAWA FINANCIAL CORPORATION

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                        QUARTER ENDED SEPTEMBER 30, 1999

                                   (UNAUDITED)


NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The accompanying consolidated financial statements include the accounts of
Ottawa Financial  Corporation  ("Corporation")  and its wholly owned subsidiary,
AmeriBank ("Bank"). All significant  intercompany accounts and transactions have
been eliminated in consolidation.

      These interim financial  statements are prepared without audit and reflect
all adjustments  which,  in the opinion of management,  are necessary to present
fairly the consolidated  financial  position of the Corporation at September 30,
1999,  and its results of operations and statement of cash flows for the periods
presented.  All such  adjustments  are  normal  and  recurring  in  nature.  The
accompanying consolidated financial statements do not purport to contain all the
necessary  financial  disclosures  required  by  generally  accepted  accounting
principles that might otherwise be necessary in the  circumstances and should be
read in conjunction with the consolidated financial statements and notes thereto
of Ottawa Financial Corporation for the year ended December 31, 1998.

      The  provision  for  income  taxes is based  upon the  effective  tax rate
expected to be applicable for the entire year.

      Amounts  reported as basic  earnings per common share reflect the earnings
available to common  shareholders for the period divided by the weighted average
number of common shares outstanding during the period. Common shares outstanding
includes issued shares less shares held in the treasury and  unallocated  shares
held by the employee stock  ownership  plan.  Diluted  earnings per common share
include the shares that would be outstanding assuming exercise of dilutive stock
options and warrants. All share and per share information has been retroactively
adjusted to reflect the 10% stock dividend paid on June 30, 1999.

NOTE 2 - PENDING LITIGATION

      A lawsuit  against  AmeriBank  was filed in December 1998 alleging that we
engaged in the unauthorized  practice of law due to charging a fee for preparing
loan documents. The complaint sought class action certification,  restitution of
all fees paid for the last six years,  interest,  attorney fees and other costs.
The class action certification was obtained in March 1999. We filed a motion for
summary  disposition based upon our belief that the complaint was wholly without
merit.  In July 1999,  the court granted our motion and the case was  dismissed.
After the case was dismissed, the plaintiff amended the complaint and alleged we
violated  certain  banking  regulations.  In September  1999, the case was again
dismissed from the state court system. After the case was dismissed for a second
time,  the  attorney for the  plaintiff  filed a similar case on behalf of a new
plaintiff in the federal court system,  with a focus on the  allegation  that we
violated  certain  banking  regulations.  In October  1999 we filed a motion for
summary  disposition  within  the  federal  courts.  We  again  believe,   after
consultation with legal counsel, that these allegations are wholly without merit
and intend to vigorously defend against this lawsuit.



                                       8
<PAGE>


Item 2
                          OTTAWA FINANCIAL CORPORATION
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL

      The  following  discussion  compares  the  financial  condition  of Ottawa
Financial Corporation and its wholly owned subsidiary,  AmeriBank,  at September
30, 1999 to December 31, 1998,  and the results of operations  for the three and
nine months ended September 30, 1999, compared to the same periods in 1998. This
discussion  should be read with the  interim  consolidated  condensed  financial
statements and footnotes attached.

      We  may  from  time  to  time  make   written  or  oral   "forward-looking
statements." These forward-looking statements may be contained in this quarterly
filing  with the  Securities  and  Exchange  Commission,  our  Annual  Report to
Shareholders,  other filings with the Securities and Exchange Commission, and in
other  communications  by us, which are made in good faith pursuant to the "safe
harbor" provisions of the Private Securities  Litigation Reform Act of 1995. The
words "may", "could", "should",  "would", "believe",  "anticipate",  "estimate",
"expect",  "intend",  "plan" and similar  expressions  are  intended to identify
forward-looking statements.

      Forward-looking statements include statements with respect to our beliefs,
plans, objectives, goals, expectations, anticipations, estimates and intentions,
that are subject to significant risks and uncertainties.  The following factors,
many of which are subject to change based on various  other  factors  beyond our
control, and other factors discussed in this Form 10-Q, as well as other factors
identified in our filings with the Securities and Exchange  Commission and those
presented  elsewhere by management from time to time,  could cause our financial
performance  to differ  materially  from the  plans,  objectives,  expectations,
estimates and intentions  expressed in such  forward-looking  statements:

      o  the strength of the United  States  economy in general and the strength
         of the local economies in which we conduct operations;
      o  the effects of, and changes in, trade, monetary and fiscal policies and
         laws, including interest rate policies of the Federal Reserve Board;
      o  inflation, interest rate, market and monetary fluctuations;
      o  the timely  development  of and acceptance of new products and services
         and the  perceived  overall  value of these  products  and  services by
         users,  including  the  features,   pricing  and  quality  compared  to
         competitors' products and services;
      o  the  willingness  of  users to  substitute  competitors'  products  and
         services for our products and services;
      o  our  success  in  gaining  regulatory  approval  of  our  products  and
         services, when required;
      o  the impact of  changes  in  financial  services'  laws and  regulations
         (including laws concerning taxes, banking, securities and insurance);
      o  the impact of technological changes;
      o  acquisitions;
      o  changes in consumer spending and saving habits; and
      o  our success at managing the risks involved in our business.

      This list of important  factors is not  exclusive.  We do not undertake to
update any forward-looking statement,  whether written or oral, that may be made
from time to time by or on behalf of Ottawa or AmeriBank.

FINANCIAL CONDITION

      Total  assets  increased  to $968.08  million at  September  30, 1999 from
$938.03  million  at  December  31,  1998.  Most of this  growth was in the loan
portfolio and, to a lesser extent, in securities available for sale. This growth
was funded from the  proceeds  received  from FHLB  advances  and federal  funds
purchased.



                                       9
<PAGE>



      Net loans  receivable  increased to $809.52  million at September 30, 1999
from $769.77 million at December 31, 1998.  Through our focus on the development
of our  commercial  and  business  banking  services  and our  consumer  lending
products,  as well as healthy  loan demand in our market  area,  we were able to
grow our  commercial  business and  commercial  real estate loan  portfolios  by
$39.58  million and our consumer  loan  portfolio by $14.90  million  during the
first nine months of 1999.  This growth,  however,  was partially  offset by the
decrease in the residential mortgage portfolio of $15.31 million during the same
period.  While the residential  mortgage portfolio declined during the year, the
third  quarter of 1999  experienced  a small amount of growth in the  adjustable
rate mortgage loan portfolio.  The combination of rising interest rates and loan
demand in our market area caused a slight  shift in mix from fixed rate loans to
adjustable  rate  loans.  Since we  retain  for our  portfolio  adjustable  rate
mortgage loan production,  the growth in this product offset some of the overall
reduction experienced in the mortgage loan portfolio during the first six months
of 1999.

      Securities available for sale increased to $88.04 million at September 30,
1999 from $71.65  million at December  31,  1998.  The growth in  securities  of
$16.39  million  was  primarily  in  agency  bonds  and  agency  mortgage-backed
securities  with the purpose of  investing  our excess  interest-bearing  demand
deposits in other financial institutions existing at December 31, 1998.

      Deposits  decreased to $673.79  million at September 30, 1999 from $693.63
million at December  31,  1998.  This  decrease  in  deposits  was a result of a
reduction in our certificates of deposit  portfolio.  Due to excess liquidity as
evidenced by the high balance of cash and cash equivalents at December 31, 1998,
we priced our  certificates  of deposit either at or below the market in certain
maturity categories to provide for some reduction in the certificates of deposit
portfolio.  Certificates  of deposit and savings  accounts  decreased  by $24.79
million and $3.94 million, respectively, in the first nine months of 1999, while
our  transaction  accounts  increased  by  $8.89  million  in the  same  period.
Approximately  49% of the commercial  business and  commercial  real estate loan
growth discussed above occurred in the third quarter of 1999. This quick growth,
accompanied with the decline in our deposits,  necessitated the use of wholesale
funding sources.  Federal funds purchased and FHLB advances  increased by $14.00
million and $31.09 million during the year but primarily in the third quarter to
fund this loan growth.

      The  primary  components  of growth in  shareholder's  equity for the nine
months  ended  September  30, 1999  related to net  income,  as well as proceeds
received  from the exercise of stock options and  warrants.  The increases  were
offset by cash  dividends  declared and  additional  repurchases  of outstanding
shares of common  stock.  In  connection  with our warrant  exchange  offer that
expired  on January  26,  1999,  we issued  180,599  shares of Ottawa  Financial
Corporation  common stock and paid $90,130 in cash. The remaining  warrants were
exercised by the date of the warrant plan  expiration,  resulting in  additional
capital of $900,000.





                                       10
<PAGE>



AVERAGE BALANCES, INTEREST RATES AND YIELDS

      This  table   presents   the  amount  of  interest   income  from  average
interest-earning  assets and the yields earned on those  assets,  as well as the
interest expense on average  interest-bearing  liabilities and the rates paid on
those  liabilities.  Loans  receivable are calculated net of deferred loan fees,
loan  discounts,  loans in process,  and loan reserves.  Tax exempt  interest on
loans and securities has been converted to a fully taxable equivalent basis. All
average balances are daily average balances.

<TABLE>
<CAPTION>
                                             Nine Months Ended                  Nine Months Ended
                                            September 30, 1999                 September 30, 1998
                                       ------------------------------     ------------------------------
                                       Average    Interest                 Average
                                       Outstanding Earned/   Yield/       Outstanding Interest  Yield/
                                        Balance     Paid      Rate         Balance   Earned/Paid Rate
                                       ------------------------------     ------------------------------
                                                            (Dollars in Thousands)
<S>                                      <C>        <C>       <C>           <C>         <C>      <C>
Interest-Earning Assets:
  Loans receivable                       $782,177   $46,432   7.92%         $775,255    $46,953  8.08%
  Securities                               76,531     3,332   5.81            61,104      2,970  6.48
  Other interest-earning                   21,121     1,094   6.93            16,588        937  7.55
                                           ------     -----   ----            ------        ---  ----
assets
    Total interest-earning assets        $879,829   $50,858   7.71%         $852,947    $50,860  7.96%
                                          -------    ------    ----          -------     ------  ----
Interest-Bearing Liabilities:
  Demand and NOW deposits                $204,980    $5,226   3.41%         $168,364     $4,792   3.81%
  Savings deposits                         53,731       692   1.72            61,053        882  1.93
  Certificate accounts                    380,450    15,293   5.37           402,007     17,204  5.72
  FHLB advances                           161,810     7,066   5.84           158,562      7,104  5.99
  Other interest-bearing                    2,197        86   5.22               844         35  5.70
                                            -----        --   ----               ---         --  ----
    Total interest-bearing liabilities   $803,168   $28,363   4.72%         $790,830    $30,017  5.07%
                                          -------    ------   ----           -------     ------   ----
  Net interest income                               $22,495                             $20,843
                                                     ======                              ======
  Net interest rate spread                                    2.99%                              2.89%
                                                              ====                               ====
  Net earning assets                      $74,398                            $62,117
                                           ======                             ======
  Net yield on average
    interest-earning assets                                   3.41%                              3.26%
                                                              ====                               ====
  Average interest-earning assets
    to average intereset-bearing
    liabilities                                       1.10x                               1.08x

</TABLE>




                                       11
<PAGE>



RATE/VOLUME ANALYSIS

       This table  presents the dollar amount of changes in interest  income and
interest   expense  for  major   components  of   interest-earning   assets  and
interest-bearing  liabilities.  For each category of interest-earning assets and
interest-bearing liabilities, information is provided on changes attributable to
(i) changes in volume (i.e.,  changes in volume multiplied by old rate) and (ii)
changes  in rate  (i.e.,  changes in rate  multiplied  by old  volume).  Changes
attributable  to both  rate and  volume  which  cannot be  segregated  have been
allocated  proportionately  to the  change  due to volume  and the change due to
rate.

                                                       Nine Months Ended
                                                         September 30
                                                        1999 vs. 1998
                                             -----------------------------------
                                                    Increase
                                                   (Decrease)
                                                     Due to
                                             ---------------------
                                                                         Total
                                              Volume        Rate       Increase
                                                                      (Decrease)
                                             ----------------------------------
                                                   (Dollars in Thousands)
Interest-earning assets:
   Loans receivable                          $   426      $  (947)     $  (521)
   Securities - Taxable                          617         (255)         362
   Other interest-earning assets                 226          (69)         157
                                             -------      -------      -------
      Total interest-earning assets          $ 1,269      $(1,271)     $    (2)
                                             =======      =======      =======
Interest-bearing liabilities:
   Demand and NOW deposits                       834         (400)         434
   Savings deposits                             (100)         (90)        (190)
   Certificate accounts                         (896)      (1,015)      (1,911)
   Borrowings                                    161         (199)         (38)
   Other interest-bearing liabilities             53           (2)          51
                                             -------      -------      -------
      Total interest-bearing liabilities     $    52      $(1,706)     $(1,654)
                                             =======      =======      =======
Net interest income                          $ 1,217      $   435      $ 1,652
                                             =======      =======      =======


RESULTS OF OPERATIONS

      Net income for the quarter ended  Septemnber 30, 1999 was $2.49 million or
$.39 per diluted  common share  compared to net income of $2.21  million or $.34
per diluted  common  share for the same period in 1998.  Net income for the nine
months ended  September 30, 1999 was $6.86  million or $1.08 per diluted  common
share  compared to net income of $6.26 million or $.93 per diluted  common share
for the same period in 1998.  The  improvement in earnings over the same periods
in the prior year was due primarily to the growth in net interest  income.  This
improvement was partially  offset by a decrease in gains on sales of loans.  All
per share information has been  retroactively  adjusted to reflect the 10% stock
dividend paid on June 30, 1999.

       To supplement the earnings per share information typically disclosed,  we
are providing "cash" or "tangible"  earnings per share as an alternative measure
for  evaluating  the  Corporation's   ability  to  grow  tangible  capital.  The
calculations of cash earnings per share were  specifically  formulated by us and
may not be comparable to similarly titled measures  reported by other companies.
This  measure  is not  intended  to reflect  cash flow per share.  The "cash" or
"tangible"  earnings per share for the third quarter of 1999 was $.48, which was


                                       12
<PAGE>



$.09 per share higher than the diluted  earnings  per share,  compared to a cash
earnings per share of $.43 for the third  quarter of 1998.  The cash or tangible
earnings per share for the nine months ended September 30, 1999 was $1.35, which
was $.27 per share  higher than the diluted  earnings  per share,  compared to a
cash  earnings per share of $1.20 for the same period in 1998.  This measure and
the factors  influencing  its  calculation  are described more fully in the 1998
Annual Report to Shareholders.

      Net  interest  income  increased  $1.65  million  and  $721,000  on a  tax
equivalent basis for the nine and three months ended September 30, 1999 compared
to  the  same  periods  in  1998.  The  increase  in  net  interest  income  was
attributable to the positive impact of  interest-earning  asset volume increases
caused by internal growth  experienced  during the latter half of 1998 and first
nine months of 1999, as well as the positive  impact of decreases in the cost of
interest-bearing  liabilities. The improvement in interest income resulting from
the increase in the volume of  interest-earning  assets was offset by a decrease
in the yield on interest-earning  assets caused by the decline in general market
interest   rates.   There  was  an  even   larger   decrease   in  the  cost  of
interest-bearing  liabilities,  resulting  in an  improvement  in  net  interest
spread.  While there was an overall  increase in the volume of  interest-bearing
liabilities, the shift in the mix from higher costing certificates of deposit to
lower costing demand  deposits for the first nine months of 1999 compared to the
same period of the prior year  contributed  to the lower interest  expense.  Net
interest  margin  increased  to  3.41%  from  3.26%  for the nine  months  ended
September  30, 1999  compared  to the same  period in the prior year.  A similar
increase in net interest  margin  occurred for the three months ended  September
30,  1999.  These  improvements  in net  interest  margin were due to the spread
improvement  discussed  above  and the  growth in  noninterest-bearing  deposits
during the past year.

      The  provision  for loan  losses  is a  result  of  management's  periodic
analysis of the  adequacy of the  allowance  for loan  losses.  Although  actual
losses on loans have not  increased  for the three and nine month  periods ended
September 30, 1999 compared to the same periods in the prior year,  the increase
in  provisions  were in response  to the growth  achieved  in the  consumer  and
commercial loan portfolios,  which generally  involve a greater degree of credit
risk than one-to-four family mortgage lending.

      The allowance is maintained by management at a level  considered  adequate
to cover possible loan losses that are currently  anticipated based on past loss
experience,  general economic  conditions,  information  about specific borrower
situations,  including their financial position and collateral values, and other
factors and estimates, which are subject to change over time. Although the level
of  non-performing  assets is considered in establishing  the allowance for loan
losses  balance,  variations in  non-performing  loans have not been  meaningful
based upon our past loss  experience  and, as such,  have not had a  significant
impact on the overall level of the allowance for loan losses.  Delinquent  loans
more  than 90 days are put on  non-accrual  status  unless  they are  adequately
collateralized   and  in  the  process  of   collection   (see   discussion   on
Non-Performing Assets and Allowance for Loan Losses below).

      Noninterest  income  decreased  for both the three and nine month  periods
ended  September  30, 1999  compared to the same  periods in 1998.  The decrease
related primarily to lower gains on sales of mortgage loans. The rising interest
rate  environment  in 1999 not only  caused a  reduction  in the volume of loans
originated  for  sale  but  also  caused  a  tightening  of the  profit  margins
experienced on the sale of those loans.  Noninterest  income in most other areas
including loan servicing fees, deposit account service charges and fees from the
sale of mutual funds and annuities improved in 1999.

       Noninterest  expense was  relatively  stable for the three and nine month
periods ended  September  30, 1999 compared to the same periods in 1998.  Slight
increases in salaries  expense were more than offset by the improvements in ESOP
expense and pension income  resulting in overall  decreases in compensation  and
benefits expense for the three and nine months ended September 30, 1999 compared
to the same periods of the prior year. Due to favorable market  conditions,  the
performance  of  the  pension  assets  was  strong  and  exceeded  the  expenses
associated  with  the  plan  thereby  resulting  in net  pension  income.  While
noninterest  expense  showed an  increase,  our  efficiency  ratio,  defined  as
noninterest  expense  divided by the sum of net interest  income and noninterest
income,  decreased  from 60.75% for the nine months ended  September 30, 1998 to
57.75%  for the same  period in 1999.  This  ratio  demonstrates  that while the
absolute dollars of noninterest expense increased for the period presented,  our
ability to generate revenues on those dollars improved.


                                       13
<PAGE>


NON-PERFORMING ASSETS AND ALLOWANCE FOR LOAN LOSSES

      Non-performing  assets  decreased to $2.19  million at September  30, 1999
from  $4.03  million  at  December  31,  1998  primarily  due  to  decreases  in
non-accruing loans. The percentage of non-performing  assets to total assets was
 .23% at September 30, 1999 compared to .43% at December 31, 1998.  Our allowance
for loan losses as a percentage  of  non-performing  loans at September 30, 1999
was 270.77% compared to 129.37% at December 31, 1998.

      The table below sets forth the amounts and  categories  of  non-performing
assets at September 30, 1999 and December 31, 1998.

                                                   September 30    December 31
                                                       1999           1998
                                                       ----           ----
                                                     (Dollars in Thousands)

      Non-accruing loans
         One to four family                             $247           $696
         Multi-family and commercial real estate                        879
         Construction or development                                    609
         Commercial business                             488            504
         Consumer                                        251            446
                                                         ---            ---
           Total                                         986          3,134
      Accruing loans delinquent more than 90 days:
         One- to four-family                             349             32
         Construction or development                                     21
         Commercial business                             332
         Consumer                                         __             11
                                                                         --
           Total                                         681             64
      Foreclosed assets:
         One- to four-family                             295            656
         Consumer                                        232            174
                                                         ---            ---
           Total                                         527            830
                                                         ---            ---
      Total non-performing assets                     $2,194         $4,028
                                                       =====          =====
      Total as a percentage of total assets              .23%           .43%
                                                         ===            ===



LIQUIDITY

      We anticipate we will have sufficient funds available to meet current loan
commitments through sales, calls and maturities of securities, loan payments and
payoffs,  and the  growth of  deposits.  If  necessary,  significant  sources of
liquidity are available from Federal Home Loan Bank advances and unused lines of
credit with  correspondent  banks.  At September 30, 1999, we had commitments to
make loans of $23.13  million,  unused  lines of credit of $91.42  million,  and
construction loans in process of $55.12 million.



                                       14
<PAGE>



CAPITAL RESOURCES

      AmeriBank  is subject to capital  requirements  in  accordance  with state
banking  regulations.  There  has been no  significant  change  in the  level of
AmeriBank's  regulatory  capital relative to the requirements since December 31,
1998.  AmeriBank remains "well  capitalized"  under the prompt corrective action
regulations.

YEAR 2000 ISSUE

       The year 2000 ("Y2K") issue relates to the inability of computer  systems
to recognize  the year 2000.  Processing  problems  could  result from  existing
computer  programs and systems  misinterpreting  the year 2000 as the year 1900.
The financial  institutions industry could be significantly  impacted by the Y2K
issue due to our  dependence  on  technology  and  date-sensitive  data.  If not
adequately  addressed,  the Y2K issue could have a significant adverse impact on
our business and, in turn, our financial condition and results of operations.

       Our Y2K  assessment  began in late 1997 when an action plan was developed
and  approved by our Board of  Directors.  We created a "Y2K Task Force" to work
with  associates  corporate-wide  to prepare for Y2K.  Our  Computer and Network
Department,  as well as our Technology Committee,  have been testing these areas
to assess Y2K  compliance.  If an area is not validated as Y2K  compliant,  then
updates are made to become Y2K compliant.

       Our Y2K plan consists of several phases including awareness,  assessment,
renovation,  validation  and  implementation.  Within the  awareness  phase,  we
defined the Y2K problem and identified the resources to perform compliance work.
Within the  assessment  phase,  we evaluated the complexity of the Y2K issue and
detailed  the effort  necessary  to address the  issues.  The  renovation  phase
included code enhancements, hardware and software upgrades, system replacements,
vendor certifications and other similar changes. Within the validation phase, we
tested the incremental changes to hardware and software components identified in
the renovation  phase. All of the above stages were completed prior to March 31,
1999.

       At the end of the  implementation  phase  we were  able  to  certify  our
mission-critical  systems as Y2K compliant. In addition, this phase ensured that
any new systems or  subsequent  changes to verified  systems are Y2K  compliant.
This phase was completed by June 30, 1999.

       We are expensing all costs  associated  with required  system  changes as
they occur. These costs are being funded through operating cash flows. The total
cost of our Y2K  conversion  project  has been  approximately  $200,000,  net of
income  taxes  through  September  30,1999.  We do not  expect  any  significant
additional Y2K cost.

       The  software   program  that  processes  and  tracks  customer   account
information  is the most  significant  component  of our computer  system.  This
software is the ITI Premier Financial  Information  System that is used by 3,500
banks  across the  country  and has been  certified  as Y2K  compliant.  This is
relatively  new  software  that was written to include  four digits for the year
calculations,  and therefore  does not require its language to be rewritten.  An
outside  service bureau runs this software for us which also is certified as Y2K
compliant.  We have  completed  the  compliance  testing of this  system and our
interfacing with the service bureau in the implementation  phase discussed above
and have concluded that it is Y2K compliant.

       In  addition  to  reviewing  our  own  computer   operating  systems  and
applications,  we initiated formal  communications  with our significant vendors
(operating  risk) and large  customers  (credit risk) to determine the extent to
which  AmeriBank is vulnerable to those third parties'  failure to resolve their
own Y2K issues.  There is no assurance that the systems of other  companies with
which we have a relationship will be timely converted. If such modifications and
conversions are not made, or are not completed in a timely manner, the Y2K issue
could have an adverse impact on our operations.  Our  communications  with these
third parties have taken place over the various  stages of our Y2K plan. We have
assessed the readiness status of our significant  vendors and borrowers and have
updated  these  assessments  on an  ongoing  basis.  If any of these  vendors or
borrowers displayed a high risk of not being ready for Y2K, the relationship was
severed.  Underwriting  standards for our significant  borrowing  customers have


                                       15
<PAGE>



incorporated  Y2K  assessments  since  late  1997.  At that  time  all  existing
significant   borrowing   customer   relationships   were   evaluated   and  new
relationships have been evaluated in the underwriting  process. Y2K readiness is
monitored on an ongoing basis by the individual loan officers  assigned to these
borrowing customers.

       While our Y2K  readiness  process is  proceeding  according to plan, as a
precaution,  we developed a contingency  plan in the event of physical  disaster
including  power outage and/or  telecommunication  system  outages.  We assigned
responsibilities   regarding  final  preparation  to  individuals   within  each
department.  In addition,  we  identified a  centralized  location to accomplish
communications and data processing under various disaster conditions.

      The  costs of the  project,  the date on which we  believe  the Year  2000
modifications  will be  completed,  and the related risk  exposures are based on
management's best estimates. There can be no guarantee that these estimates will
be achieved and actual results could differ from those anticipated. Furthermore,
no assurance can be given that our contingency  plans, if needed,  will function
as anticipated, or that our results of operations will not be adversely affected
by  difficulties  or delays in third  parties Y2K  readiness  efforts.  Specific
factors  that might  cause  differences  include,  but are not  limited  to, the
ability of other  companies on which our systems rely to modify or convert their
systems to be Y2K  compliant,  the ability to locate and  correct  all  relevant
computer codes, and similar uncertainties.








                                       16
<PAGE>



Item 3
                          OTTAWA FINANCIAL CORPORATION
                    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                                ABOUT MARKET RISK

      The balance sheet  consists of  investments  in  interest-earning  assets,
primarily  loans  and  investment  securities,  which  are  primarily  funded by
interest-bearing   liabilities,   deposits  and   borrowings.   These  financial
instruments  have varying levels of  sensitivity  to changes in market  interest
rates,  resulting in market risk.  Other than loans that are originated and held
for sale, all of our financial  instruments are for other than trading purposes.
We are  subject to interest  rate risk to the extent  that our  interest-bearing
liabilities with short and intermediate-term maturities reprice more rapidly, or
on a different basis, than our interest-earning assets.

      Our senior management and Board of Directors review  AmeriBank's  exposure
to interest  rate risk on a quarterly  basis.  We measure  interest rate risk by
computing  estimated  changes in net interest income and the net portfolio value
of cash flows from  assets,  liabilities  and  off-balance  sheet items within a
range of assumed changes in market  interest rates. If estimated  changes to net
portfolio value and net interest income are not within the limits established by
the  Board,  the Board may direct  management  to adjust  AmeriBank's  asset and
liability mix to bring interest rate risk within Board approved limits.

      Net portfolio value represents the market value of portfolio equity and is
equal to the market value of assets minus the market value of liabilities,  with
adjustments made for off-balance sheet items. This analysis assesses the risk of
loss in market risk  sensitive  instruments in the event of sudden and sustained
1% to 3% increases  and  decreases in market  interest  rates.  The tables below
present the change in AmeriBank's net portfolio value and net interest income at
September 30, 1999 and December 31, 1998,  based on internal  assumptions,  that
would occur upon an immediate change in interest rates,  with no effect given to
any steps that management might take to counteract that change.

 SEPTEMBER 30, 1999:    Net Portfolio Value            Net Interest Income
                        -------------------          -----------------------
  Change in
Interest Rate           $ Amount   % Change           $ Amount    % Change
(Basis Points)           in NPV     in NPV             in NII      in NII
--------------------------------------------------------------------------------
    +300              $ 44,921       -44 %          $ 20,249         -30 %
    +200                56,812       -29             23,340          -20
    +100                70,976       -11              26,264          -9
       0                80,078       ---              29,005         ---
    -100                85,132         6              31,496           9
    -200                86,682         8              33,293          15
    -300                92,545        16              34,987          21

 DECEMBER 31, 1998:     Net Portfolio Value             Net Interest Income
                        -------------------          -----------------------
  Change in
Interest Rate           $ Amount   % Change           $ Amount    % Change
(Basis Points)           in NPV     in NPV             in NII      in NII
--------------------------------------------------------------------------------
    +300              $ 45,280       -39 %          $ 20,275         -27 %
    +200                56,873       -23              23,040         -18
    +100                64,838       -13              25,532          -9
       0                74,187       ---              27,965         ---
    -100                79,649         7              30,309           8
    -200                83,117        12              31,886          14
    -300                91,819        24              33,440          20



                                       17
<PAGE>



      As  illustrated  in the table,  net portfolio  value is more  sensitive to
rising rates than declining rates.  This occurs  principally  because,  as rates
rise,  the  market  value  of  fixed-rate  loans  declines  due to both the rate
increase and slowing  prepayments.  When rates  decline,  we do not experience a
significant  rise in market value for these loans  because  borrowers  prepay at
relatively high rates. The value of our deposits  changes in  approximately  the
same proportion in rising or falling rate scenarios.

      The  results for the 300 basis point  interest  rate shocks are  monitored
primarily to assist in identifying trends in our interest rate risk profile.  We
feel that a sudden and sustained change in interest rates of 300 basis points is
not a realistic event. Therefore we focus on managing, to acceptable levels, the
change in net  portfolio  value for the 100 and 200 basis  point  interest  rate
shocks both up and down.

      The tables above show that from  December  31, 1998 to September  30, 1999
there has been a slight  increase in sensitivity to a rise in interest rates. At
an increase in interest rates of 300 basis points, net portfolio value decreases
by 44% as of  September  30, 1999  compared to a 39% decrease as of December 31,
1998. Most of the increase in sensitivity relates to the increase in our Federal
Home Loan Bank advances  portfolio from December 31, 1998 to September 30, 1999.
The increase in this borrowing  portfolio has been primarily in adjustable  rate
instruments as well as instruments with which the Federal Home Loan Bank has the
option to convert the advance from a fixed rate to an adjustable  rate if market
interest  rates  rise.  These  convertible  options  are  referred to as putable
advances.  Although putable advances provide a low cost source of funds compared
to other kinds of advances,  the Federal Home Loan Bank's  option to convert has
an  unfavorable  impact on our  interest  rate risk both in a rising and falling
interest rate  environment.  Growth in the putable and adjustable  rate advances
has caused a reduction in the advances  portfolio's  average number of months to
reprice from 34 months as of December 31, 1998 to 23 months as of September  30,
1999  thereby  having  an  unfavorable  impact on our  sensitivity  to a rise in
interest  rates.   Deposit  portfolio  mix  changes  have  offset  some  of  the
unfavorable  impact of the advances  portfolio  changes.  During the nine months
ended  September  30, 1999,  many of our  shorter-term  certificates  of deposit
matured and rolled over into our  30-month  certificate  program.  The effect of
this shift was to lengthen the average  maturity of our  certificate  of deposit
portfolio which decreases our sensitivity to a rise in interest rates.

      To decrease  our exposure to interest  rate risk,  we are trying to reduce
the duration and average life of our  interest-earning  assets.  To achieve this
goal, we are emphasizing adjustable-rate mortgage loans and growing our consumer
and  commercial  loan  portfolios  which are  shorter-term  in  nature  than the
mortgage loan portfolio.  In addition, we are underwriting all long-term,  fixed
rate  residential  mortgages in  accordance  with Freddie Mac  guidelines  which
allows us the flexibility of selling these assets into the secondary  market. We
are currently selling 30- and 15-year fixed-rate  residential  mortgage loans as
they are originated.  With our funding sources,  we are attempting to reduce the
impact of interest rate changes by emphasizing non-interest bearing products and
using longer-term fixed-rate advances from the Federal Home Loan Bank.

      As with any  method of  measuring  interest  rate  risk,  the above  table
inherently  has   shortcomings.   For  example,   although  certain  assets  and
liabilities may have similar maturities or periods to repricing,  they may react
in different  degrees to changes in market interest rates. The interest rates on
certain types of assets and  liabilities  may fluctuate in advance of changes in
market  interest  rates,  while  interest  rates on other  types may lag  behind
changes in market rates.  Additionally,  certain assets, such as adjustable-rate
mortgage  loans,  have  features that  restrict  changes in interest  rates on a
short-term  basis  and over the life of the  asset.  When  there is a change  in
interest rates,  expected rates of prepayments on loans, decay rates of deposits
and early withdrawals from  certificates  could likely differ from those assumed
in the table.  Finally,  the ability of many borrowers to service their debt may
decrease in the event of a significant interest rate increase.

      In  addition,  the above  table may not  properly  reflect  the  impact of
general interest rate movements on our net interest income because the repricing
of certain  categories of assets and  liabilities  are influenced by competitive
and other pressures beyond our control.


                                       18
<PAGE>



                          OTTAWA FINANCIAL CORPORATION

                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1999

                           PART II - OTHER INFORMATION

Item 1      Legal Proceedings:
            There are no matters  required to be reported  under this item,  but
            see Note 2 of the Notes to Consolidated Financial Statements.

Item 2      Changes in Securities:
            There are no matters required to be reported under this item.

Item 3      Defaults Upon Senior Securities:
            There are no matters required to be reported under this item.

Item 4      Submission of Matters to a Vote of Security Holders:
            There are no matters required to be reported under this item.

Item 5      Other Information:
            There are no matters required to be reported under this item.

Item 6      Exhibits and Reports on Form 8-K:

            (a)    Exhibit 11 Statement - Re: Computation of per Share Earnings

            (b)    Exhibit 27 - Financial Data Schedule (electronic filing only)

            (c)    Exhibit 99 - Press Release dated September 29, 1999






                                       19
<PAGE>



                                   SIGNATURES


Pursuant  to the  requirement  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.

                                     OTTAWA FINANCIAL CORPORATION

Date:  November 9, 1999              /s/ Douglas J. Iverson
                                     -------------------------------------------
                                     Douglas J. Iverson
                                     Vice Chairman and Chief Executive Officer
                                     (Duly Authorized Officer)

Date:  November 9, 1999              /s/ Jon W. Swets
                                     -------------------------------------------
                                     Jon W. Swets
                                     Chief Financial Officer
                                     (Principal Financial Officer)


<PAGE>


                                  EXHIBIT INDEX



Exhibit
Number                               Description
------                               -----------


 11                Statement - Re:  Computation of per share earnings.

 27                Financial Data Schedule (electronic filing only)

 99                Press Release dated September 29, 1999