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 March 31, 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
incorporation or organization)                              Identification No.)


                   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 May 7, 1999, there were 5,685,680
                                        shares outstanding.


<PAGE>


                          OTTAWA FINANCIAL CORPORATION

                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 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:

                                                                      GE

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 - 15

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK..........................................................16 - 17

                           PART II - OTHER INFORMATION

OTHER INFORMATION.........................................................18

SIGNATURES................................................................18

EXHIBIT INDEX.............................................................19



                                        2

<PAGE>

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

                                                                                  March 31, 1999      December 31, 1998
                                                                                  --------------      -----------------
                                                                                          (Dollars in Thousands)

<S>                                                                                 <C>                    <C>
ASSETS
Cash and due from financial institutions                                            $19,777                $20,437
Interest-bearing demand deposits in other financial institutions                      8,412                 21,788
                                                                                      -----                 ------
     Total cash and cash equivalents                                                 28,189                 42,225
Securities available for sale                                                        70,403                 71,646
Federal Home Loan Bank stock                                                         11,782                 11,782
Loans held for sale                                                                   3,552                  3,375
Loans receivable, net                                                               766,790                769,770
Premises and equipment, net                                                          15,544                 15,200
Acquisition intangibles                                                              12,731                 13,032
Other assets                                                                         10,957                 11,000
                                                                                     ------                 ------
     Total Assets                                                                  $919,948               $938,030
                                                                                    =======                =======

LIABILITIES
Deposits                                                                           $681,186               $693,632
Federal Home Loan Bank advances                                                     147,268                160,268
Accrued expenses and other liabilities                                               15,204                 10,723
                                                                                     ------                 ------
     Total Liabilities                                                              843,658                864,623
                                                                                    -------                -------

SHAREHOLDERS' EQUITY
Common Stock, $.01 par value;
  10,000,000 shares authorized; issued
  6,412,679 shares at March 31, 1999,
  6,155,234 shares at December 31, 1998                                                  64                     62
Additional Paid-in Capital                                                           74,649                 73,177
Retained earnings, substantially restricted                                          16,873                 15,363
Net unrealized gain or (loss) on securities available for sale, net of tax             (83)                     23
Employee Stock Ownership Plan (Unallocated Shares)                                  (1,778)                (1,886)
Management Recognition and Retention Plan (Unearned Shares)                           (588)                  (712)
Less Cost of Common Stock in
     Treasury - 718,138 shares at
     March 31, 1999, 707,073 shares at
     December 31, 1998                                                             (12,847)               (12,620)
                                                                                   --------               --------

Total Shareholders' Equity                                                           76,290                 73,407
                                                                                     ------                 ------

Total Liabilities and Shareholders' Equity                                         $919,948               $938,030
                                                                                    =======                =======
</TABLE>

          See accompanying notes to consolidated financial statements.


                                        3

<PAGE>



                          OTTAWA FINANCIAL CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                                                    Three Months Ended
                                                         March 31,
                                                   1999             1998
                                                   ----             ----
                                                   (Dollars in Thousands,
                                                    except per share data)
Interest Income
     Loans                                        $15,246           $15,303
     Investment securities and
       equity investments                             973               965
     Other interest and dividend income               466               288
                                                      ---               ---
                                                   16,685            16,556
                                                   ------            ------

Interest Expense
     Deposits                                       7,299             7,617
     Federal Home Loan Bank advances                2,298             2,250
     Other                                              3                 9
                                                        -                 -
                                                    9,600             9,876
                                                    -----             -----
NET INTEREST INCOME                                 7,085             6,680

Provision for loan losses                             270               210
                                                      ---               ---

NET INTEREST INCOME AFTER PROVISION
  FOR LOAN LOSSES                                   6,815             6,470
                                                    -----             -----

Noninterest income
     Service charges and other fees                 1,036             1,060
     Mortgage servicing fees                          106                90
     Gain on sale of loans                            444               437
     Gain (loss) on sale of securities               (9)               (24)
     Other                                            247                44
                                                      ---                --
                                                    1,824             1,607
                                                    -----             -----

Noninterest expense
     Compensation and benefits                      2,847             2,847
     Occupancy                                        432               362
     Furniture, fixtures and equipment                331               285
     Advertising                                       75                75
     FDIC deposit insurance                           102               100
     State single business tax                        142               138
     Data processing                                  278               228
     Professional services                            139                96
     Acquisition intangibles amortization             301               304
     Other                                            642               708
                                                      ---               ---
                                                    5,289             5,143
                                                    -----             -----
INCOME BEFORE FEDERAL
     INCOME TAX EXPENSE                             3,350             2,934

Federal income tax expense                          1,237             1,103
                                                    -----             -----

NET INCOME                                         $2,113            $1,831
                                                    =====             =====

Earnings per common share:
     Basic                                           $.39              $.33
                                                      ===               ===
     Diluted                                          .37               .29
                                                      ===               ===

Dividends per common share                            .11               .09
                                                      ===               ===


          See accompanying notes to consolidated financial statements.


                                        4

<PAGE>



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


                                                                            Three Months Ended
                                                                                 March 31,
                                                                          1999             1998
                                                                          ----             ----
                                                                           (Dollars in Thousands)
<S>                                                                      <C>              <C>
Net Income                                                               $2,113           $1,831

Other comprehensive income, net of tax:

     Unrealized gains (losses) arising during the period
          on securities available for sale                                (109)             (45)

     Less:  reclassification adjustment for accumulated (gains)
          losses included in net income                                       3               16
                                                                              -               --

     Unrealized gains (losses) on securities available for sale           (106)             (29)
                                                                          -----             ----

Comprehensive income                                                     $2,007           $1,802
                                                                         ======           ======
</TABLE>














          See accompanying notes to consolidated financial statements.



                                        5
<PAGE>


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


                                                                              Three Months Ended
                                                                                   March 31,
                                                                         1999                   1998
                                                                         ----                   ----
                                                                            (Dollars in Thousands)
<S>                                                                      <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                                          $2,113                 $1,831
     Adjustments to reconcile net income to net cash
         from operating activities
              Depreciation                                                  329                    284
              Net amortization of security premiums and discounts           112                    134
              Amortization of acquisition intangibles                       301                    304
              Provision for loan losses                                     270                    210
              Loss on limited partnership investments                        60                     82
              ESOP expense                                                  292                    373
              MRP expense                                                   124                    135
              Origination of loans for sale                            (31,014)               (25,579)
              Proceeds from sale of loans originated for sale            30,965                 24,298
              Gain on sale of loans                                       (444)                  (437)
              (Gain) / loss on sale of securities                             9                     24
     Changes in:
              Other assets                                                   33                  (785)
              Other liabilities                                           4,679                  5,524
                                                                          -----                  -----
                  Net cash from operating activities                      7,829                  6,398
                                                                          -----                  -----


CASH FLOWS FROM INVESTING ACTIVITIES
     Activity in available-for-sale securities:
         Purchases                                                      (5,870)               (17,094)
         Maturities, prepayments and calls                                5,831                  8,198
         Sales                                                            1,005                  3,976
     Purchases of FHLB stock                                                                     (715)
     Purchases of loans                                                   3,527
     Loan originations net of principal payments on loans                 (501)               (23,770)
     Premises and equipment expenditures, net                             (673)                (1,315)
                                                                          -----                -------
         Net cash from investing activities                               3,319               (30,720)
                                                                          -----               --------
</TABLE>







                                        6

<PAGE>


<TABLE>
<CAPTION>
                          OTTAWA FINANCIAL CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                    CONTINUED

                                                                      Three Months Ended
                                                                           March 31,
                                                                1999                    1998
                                                                ----                    ----
                                                                   (Dollars in Thousands)
<S>                                                           <C>                        <C>
CASH FLOWS FROM FINANCING ACTIVITIES
     Net increase(decrease) in deposits                       (12,446)                   9,327
     Net increase in Federal funds purchased                                             5,000
     Proceeds from FHLB advances                                 5,000                  27,000
     Repayment of FHLB advances                               (18,000)                (18,000)
     Proceeds from exercise of stock options                       331                     163
     Proceeds from exercise of stock warrants                      853                   1,187
     Cash paid for exchange of warrants for cash                  (92)
     Cash dividends paid                                         (603)                   (506)
     Purchase of treasury shares                                 (227)                 (2,357)
                                                                 -----                 -------
         Net cash from financing activities                   (25,184)                  21,814
                                                              --------                  ------

Net change in cash and cash equivalents                       (14,036)                 (2,508)
                                                              --------                 -------
Cash and cash equivalents at beginning of period                42,225                  32,524
                                                                ------                  ------

Cash and cash equivalents at end of period                     $28,189                 $30,016
                                                                ======                  ======

Supplemental disclosures of cash flow information
     Cash paid during the period for
         Interest                                               $7,064                  $6,255
         Income taxes                                              100                       0

</TABLE>



          See accompanying notes to consolidated financial statements.



                                       7
<PAGE>



                          OTTAWA FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          QUARTER ENDED MARCH 31, 1999
                                   (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The financial  statements reflect the consolidated  financial condition
and results of operations of Ottawa  Financial  Corporation and its wholly-owned
subsidiary,  AmeriBank.  All significant  intercompany accounts and transactions
have been eliminated in consolidation.

         These  interim  financial  statements  are not  audited and reflect all
adjustments which, in management's  opinion, are necessary to present fairly the
consolidated  financial position of Ottawa at March 31, 1999, and its results of
operations,  cash flows, and comprehensive income for the periods presented. All
adjustments are normal and recurring in nature.  The  accompanying  consolidated
financial  statements  do not contain all the  necessary  financial  disclosures
required by generally accepted accounting principles and should be read with the
consolidated  financial statements and notes 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 August 31,
1998.


NOTE 2 - PENDING LITIGATION

         The claim against  AmeriBank for  liquidated  damages and  deconversion
fees made by On-Line Financial Services,  Inc. and our claim for damages against
On-Line were settled in April 1999 with no damages to either party.

         A lawsuit  against  AmeriBank  has recently  been filed.  The complaint
alleges that we have engaged in the unauthorized practice of law due to charging
a  fee  for  preparing  loan   documents.   The  complaint  seeks  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  believe,  after  consultation  with  legal  counsel,  that the
complaint is 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 March 31,
1999 to December  31, 1998 and the results of  operations  for the three  months
ended  March 31,  1999,  compared to the same  period 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,  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.





                                       9
<PAGE>



FINANCIAL CONDITION

         Total  assets  decreased  to  $919.95  million  at March 31,  1999 from
$938.03 million at December 31, 1998. Most of this decrease was in cash and cash
equivalents,  resulting  primarily from the decline in deposits and repayment of
FHLB advances.

         Net loans  receivable  decreased  to $766.79  million at March 31, 1999
from $769.77 million at December 31, 1998.  Through our focus on the development
of our commercial and business banking services,  as well as healthy loan demand
in our market area, we were able to grow our commercial  business and commercial
real estate  portfolio by $12.85 million during the first quarter of 1999.  This
growth,  however, was more than offset by the decrease in the mortgage portfolio
of $16.87 million during the first quarter of 1999. Due to the low interest rate
environment, a portion of our adjustable-rate mortgage loan portfolio refinanced
to fixed rate loans  during the first  three  months of the year.  Since we sell
almost all of our 15 and 30 year term fixed rate  mortgage loan  production  and
retain for our portfolio  adjustable  rate mortgage  loan  production,  we saw a
decrease in our overall mortgage loan portfolio.

         Deposits  decreased  to $681.19  million at March 31, 1999 from $693.63
million at December  31, 1998 and Federal Home Loan Bank  advances  decreased to
$147.27 million at March 31, 1999 from $160.27 million at December 31, 1998. Due
to the decline in the loan  portfolio  discussed  above,  we used our balance of
low-yielding  investable  funds to payoff higher costing  Federal Home Loan Bank
advances at the time of maturity. In addition, due to excess liquidity we priced
our  certificates  of deposit either at or below the market in certain  maturity
categories  that  provided  for some  reduction in the  certificates  of deposit
portfolio.

         The primary components of growth in shareholder's  equity for the three
months ended March 31, 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  164,181  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. All average blances are daily average balances.


<TABLE>
<CAPTION>
                                                        Three Months Ended                                Three Months Ended
                                                          March 31, 1999                                    March 31, 1998
                                           ----------------------------------------          ---------------------------------------
                                             Average        Interest                           Average
                                           Outstanding      Earned/          Yield/          Outstanding      Interest        Yield/
                                             Balance         Paid             Rate             Balance      Earned/Paid        Paid
                                           ----------------------------------------          ---------------------------------------
                                                                            (Dollars in Thousands)
<S>                                         <C>             <C>              <C>              <C>              <C>             <C>
Interest-Earning Assets:
  Loans receivable (1) (2)                  $774,091        $15,255          7.93%            $756,437         $15,313         8.14%
  Securities (2)                              70,790            977          5.52               63,225             976         6.17
  Other interest-earning assets               29,757            466          6.35               16,853             288         6.95
                                            --------        -------          ----             --------         -------         ----
     Total interest-earning assets          $874,638        $16,698          7.68%            $836,515         $16,577         7.98%
                                            --------        -------          ----             --------         -------         ----
Interest-Bearing Liabilities:
  Demand and NOW deposits                   $198,974        $ 1,682          3.43%            $156,013         $ 1,475         3.83%
  Savings deposits                            53,550            228          1.73               61,936             315         2.06
  Certificate accounts                       393,545          5,389          5.55              408,544           5,827         5.78
  FHLB advances                              158,055          2,298          5.90              152,391           2,250         5.99
  Other interest-bearing liabilities             250              3          4.64                  634               9         5.68
                                            --------        -------          ----             --------         -------         ----
    Total interest-bearing liabilities      $804,374        $ 9,600          4.84%            $779,518         $ 9,876         5.14%
                                            --------        -------          ----             --------         -------         ----
  Net interest income                                       $ 7,098                                            $ 6,701
                                                             ======                                              =====
  Net interest rate spread                                                   2.84%                                             2.84%
                                                                             ====                                              ====
  Net earning assets                        $ 70,264                                          $ 56,997
                                              ======                                            ======
  Net yield on average
     interest-earning assets                                                 3.26%                                             3.22%
                                                                             ====                                              ====

  Average interest-earning assets
     to average interest-bearing
     liabilities                                                             1.09x                                             1.07x
                                                                             ====                                              ====
</TABLE>

(1) Calculated net of deferred loan fees, loan discounts,  loans in process, and
loan reserves.

(2) Tax exempt  interest on loans and securities has been converted to a fully -
taxable equivalent basis.



                                       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.


                                                        Three Months Ended
                                                              March 31,
                                                           1999 vs. 1998
                                                --------------------------------
                                                      Increase
                                                     (Decrease)
                                                       Due to
                                                -------------------
                                                                         Total
                                                Volume       Rate      Increase
                                                                      (Decrease)
                                               ---------------------------------
                                                     (Dollars in Thousands)
Interest-earning assets:
   Loans receivable                            $ 427        $(485)       $ (58)
   Securities - Taxable                           16          (14)           2
   Other interest-earning assets                 200          (23)         177
                                                                         -----
      Total interest-earning assets            $ 643        $(522)       $ 121
                                               =====        =====        =====
Interest-bearing liabilities:
   Demand and NOW deposits                     $ 336        $(129)       $ 207
   Savings deposits                              (39)         (48)         (87)
   Certificate accounts                         (210)        (228)        (438)
   Borrowings                                     81          (33)          48
   Other interest-bearing liabilities             (5)          (1)          (6)
                                               -----        -----        -----
      Total interest-bearing liabilities       $ 163        $(439)       $(276)
                                               =====        =====        =====
Net interest income                            $ 480        $ (83)       $ 397
                                               =====        =====        =====

RESULTS OF OPERATIONS

         Net income for the quarter  ended  March 31, 1999 was $2.11  million or
$.37 per share assuming dilution compared to net income of $1.83 million or $.29
per share  assuming  dilution for the same period in 1998.  The  improvement  in
earnings  over the same period in the prior year was due primarily to the growth
in noninterest  income and, to a lesser  extent,  an improvement in net interest
income.  These  improvements were partially offset by increases in the provision
for loan losses and  noninterest  expenses.  The 28% improvement in earnings per
share compared to the 15%  improvement in earnings is due to a smaller number of
shares outstanding as a result of the stock repurchase  activity since March 31,
1998 and the exercise and exchange of warrant  certificates in the first quarter
of 1999. All per share  information has been  retroactively  adjusted to reflect
the 10% stock dividends paid on August 31, 1998.

          To supplement the earnings per share information  typically disclosed,
we are  providing  "cash" or  "tangible"  earnings  per share as an  alternative
measure for evaluating our 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 EPS
for the first quarter of 1999 was $.46, which was $.09 per share higher than the
standard  EPS,  compared  to a cash EPS of $.39 for the first  quarter  of 1998,
showing  an 18%  improvement.  This  measure  and the  factors  influencing  its
calculation are described more fully in our 1998 Annual Report to Shareholders.



                                       12
<PAGE>



         Net income for the three  months  ended March 31, 1999 yielded a return
on average  equity  ("ROE") of 11.30%  compared  to an ROE of 9.65% for the same
period  in  1998.  The  increase  in the ROE was  attributable  to the  improved
earnings resulting from increased noninterest income and net interest income, as
well as the Corporation's stock repurchase activity.

         Net interest income  increased  $397,000 on a tax equivalent  basis for
the three months ended March 31, 1999  compared to the same period 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 1998 and the first three 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  slightly  diminished  by the 30 basis  point  drop in the  yield on
interest-earning  assets caused by the decline in general market interest rates.
There  was  also a 30  basis  point  decrease  in the  cost of  interest-bearing
liabilities, resulting in a stable net interest spread of 2.84%. 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 quarter of 1999 compared to the same quarter of the prior
year contributed to the lower interest expense. Net interest margin increased to
3.26% from 3.22% for the three months ended March 31, 1999  compared to the same
period in the prior year. The  improvement in net interest  margin was primarily
the result of the growth in noninterest-bearing deposits since March 31, 1998.

         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  compared to the first  three  months of the
prior year,  the provision of $270,000 for the three months ended March 31, 1999
compared  to  $210,000  for the same period in the prior year was 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  increased  to $1.82  million for the three months
ended  March 31,  1999  from  $1.61  million  for the same  period in 1998.  The
increase in noninterest  income was primarily the result of higher levels of fee
income generated from AmeriPlan's (AmeriBank's wholly-owned subsidiary) sales of
mutual funds and annuities for the entire  quarter of 1999 compared to a partial
quarter  of  operation  in 1998 .  Noninterest  expense  showed  only a moderate
increase to $5.29  million for the three  months ended March 31, 1999 from $5.14
million for the same period in 1998. While  noninterest  expense showed a slight
increase,  our efficiency ratio,  defined as noninterest  expense divided by the
sum of net interest income and noninterest income, decreased from 62.95% for the
three  months  ended March 31, 1998 to 60.17% 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.

NON-PERFORMING ASSETS AND ALLOWANCE FOR LOAN LOSSES

         Non-performing assets decreased to $3.34 million at March 31, 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 .36% at March
31, 1999 compared to .43% at December 31, 1998. The Corporation's  allowance for
loan  losses as a  percentage  of  non-performing  loans at March  31,  1999 was
151.11% compared to 129.37% at December 31, 1998.


                                       13
<PAGE>




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

<TABLE>
<CAPTION>
                                                                 March 31             December 31
                                                                   1999                  1998
                                                                   ----                  ----
                                                                       (Dollars in Thousands)
         <S>                                                         <C>                   <C>
         Non-accruing loans:
         One to four family                                          $522                  $696
         Commercial business and multi-family real estate           1,430                 1,992
         Consumer                                                     388                   446
                                                                      ---                   ---
                Total                                               2,340                 3,134
         Accruing loans delinquent more than 90 days:
             One- to four-family                                      126                    32
             Commercial and multi-family real estate                  190                    21
             Consumer                                                   2                    11
                                                                        -                    --
                Total                                                 318                    64
                                                                      ---                    --
         Foreclosed assets:
             One- to four-family                                      407                   656
             Consumer                                                 270                   174
                                                                      ---                   ---
                Total                                                 677                   830
                                                                      ---                   ---
         Total non-performing assets                               $3,335                $4,028
                                                                    =====                 =====
         Total as a percentage of total assets                        .36%                  .43%
                                                                      ===                   ===
</TABLE>


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 March 31,  1999,  we had
commitments  to make loans of $39.09  million,  unused lines of credit of $74.28
million, and construction loans in process of $38.41 million.

CAPITAL RESOURCES

         AmeriBank is subject to capital  requirements  in accordance  with Bank
regulations.  There has been no  significant  change in the level of the  Bank's
regulatory  capital  relative to the  requirements  since December 31, 1998. The
Bank 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.



                                       14
<PAGE>



          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.

          During  the  implementation  phase  we  will  certify  systems  as Y2K
compliant.  For any system failing  certification,  we will assess the effect on
our operations and implement our contingency plans. Any mission-critical  system
that is potentially  non-compliant will be brought to the attention of executive
management immediately for resolution.  In addition, this phase will ensure that
any new systems or subsequent changes to verified systems are Y2K compliant.  We
expect to complete this phase 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.  We
estimate the total cost of our Y2K conversion  project will be $350,000,  net of
income taxes. We do not expect  significant  increases in future data processing
costs relating to Y2K compliance.

          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. Since we converted to a new
service  bureau in March  1999,  we have not yet  completed  the Y2K  compliance
testing on our network.  However,  the service bureau itself is certified as Y2K
compliant and has verified  compliance for other clients it services.  We expect
to complete the testing on our network by June 30, 1999.

          While our Y2K readiness process is proceeding  according to plan, as a
precaution,  we developed a  contingency  plan for each of our mission  critical
systems during the assessment phase.  Since most of our mission critical systems
are dependent on third party vendors or service providers,  our contingency plan
is to select a new vendor or service  provider and convert to their  system.  We
have  secured  alternative  sources or services for mission  critical  areas for
which we did not receive a  satisfactory  response by January 31, 1999.  We will
seek alternative sources or services for non-mission critical areas for which we
do not receive a  satisfactory  response  by June 30,  1999.  We also  developed
contingency  plans 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.  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.







                                       15
<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.

         Senior management and the Board of Directors review the Bank'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  the  Bank'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 the Bank's net  portfolio  value and net  interest
income at March 31, 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.

<TABLE>
<CAPTION>
 March 31, 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
-----------------------------------------------------------------------------------------------------------
       <S>                          <C>                 <C>                     <C>                    <C>
       +300                         $ 45,158            -43%                    $ 22,166               -24%
       +200                           58,558            -26                       24,847               -15
       +100                           69,019            -13                       27,084                -7
          0                           79,310            ---                       29,260               ---
       -100                           88,946             12                       31,356                 7
       -200                           91,050             15                       32,477                11
       -300                           99,787             26                       33,588                15

 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                         $ 38,798            -48%                    $ 20,275               -27%
       +200                           52,011            -30                       23,040               -18
       +100                           63,218            -15                       25,532                -9
          0                           74,187            ---                       27,965               ---
       -100                           84,511             14                       30,309                 8
       -200                           89,599             21                       31,886                14
       -300                           99,922             35                       33,440                20

</TABLE>

                                       16
<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  and  borrowings  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 March 31, 1999
there has been a decrease  in  sensitivity  to a rise in interest  rates.  At an
increase in interest rates of 200 basis points, net portfolio value decreases by
26% as of March 31, 1999  compared to a 30%  decrease as of December  31,  1998.
Most of the decrease in  sensitivity  relates to the increase in our equity from
December 31, 1998 to March 31, 1999. As equity increases,  the percent change in
net portfolio value decreases for the same dollar amount change in net portfolio
value.  A deposit  portfolio  mix change  also  contributed  to the  decrease in
sensitivity.  During  the  three  months  ended  March  31,  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  Federal  Home Loan  Mortgage
Corporation  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.






                                       17
<PAGE>



                          OTTAWA FINANCIAL CORPORATION

                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 1999

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings:
                 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) The following exhibits are filed herewith:

               Exhibit 11- Statement - Re: Computation of Per Share Earnings

               Exhibit 27 - Financial Data Schedule (electronic filing only)

           (b) Reports on Form 8-K.

                           Ottawa  filed  a  Form  8-K  dated  January  6,  1999
                 containing a press  release  announcing  the Annual  Meeting of
                 Shareholders for the year ended December 31, 1998.


                                   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:  May 13, 1999                         /s/ Douglas J. Iverson
      ----------------                      --------------------------------
                                            Douglas J. Iverson
                                              Vice Chairman and Chief
                                              Executive Officer
                                              (Duly Authorized Officer)

Date:  May 13, 1999                        /s/ Jon W. Swets
      ----------------                     ---------------------------------
                                           Jon W. Swets
                                           Chief Financial Officer
                                           (Principal Financial Officer)





                                       18
<PAGE>



                                  EXHIBIT INDEX



EXHIBIT
NUMBER                                      DESCRIPTION


 11                        Statement - Re:  Computation of per share earnings.

 27                        Financial Data Schedule (electronic filing only)