UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10-Q
(Mark One)

{  X }  Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
        Act of 1934 For the Quarterly Period Ended June 30, 1998 or

{    }  Transition Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934 For the Transition period from ____________ to
        ___________

Commission File Number:  0-23605
                         -------

                             CAVALRY BANCORP, INC.
                       --------------------------------
            (exact name of registrant as specified in its charter)

             Tennessee                                      62-1721072
--------------------------------                     ---------------------
  (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                          I.D. Number)

  114 West College Street, Murfreesboro, Tennessee            37130
  ------------------------------------------------      -----------------
      (Address of principal executive offices)              (Zip Code)

                                (615) 893-1234
                           -----------------------
              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 has been subject to such
filing requirements for the past 90 days.

                         Yes  X              No
                             -----              -----

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

Common Stock Issued and Outstanding:  7,538,250 as of August 10, 1998.

<PAGE>
                            CAVALRY BANCORP, INC.

                              Table of Contents

Part I.   Financial Information                                        Page

Item 1.   Financial Statements   (unaudited)

          Consolidated Balance Sheets at June 30, 1998 
          And December 31, 1997                                           1


          Consolidated Statements of Income for the Three and Six Month
          Periods Ended June 30, 1998 and 1997                            2


          Consolidated Statement of Comprehensive Income for the Three and
          Six Month Periods Ended June 30,1998 and 1997                   3


          Consolidated Statements of Cash Flows for the Three and Six Month
          Periods Ended June 30, 1998 and 1997                          4-5


          Notes to Consolidated Financial Statements                    6-9


Item 2.   Management's Discussion and Analysis of Financial 
          Condition and Results of Operations                         10-16

Item 3.   Quantitative and Qualitative Disclosures About Market Risk     16

Part II.  Other Information                                           16-17

Signatures                                                               18

<PAGE>

PART I.   FINANCIAL INFORMATION
ITEM 1.   FINANCIAL STATEMENTS

                             CAVALRY BANCORP, INC.
                          CONSOLIDATED BALANCE SHEETS
                 (Dollars in Thousands, except per share data)
                                 (Unaudited)
                                                    June 30,   December 31,
ASSETS                                                 1998            1997
                                                                           
Cash                                               $  11,883      $  10,695
Interest-bearing deposits with 
other financial institutions                          30,080         26,963
 Cash and cash equivalents                            41,963         37,658
Investment securities available-for-sale (note 3)     45,278         10,077
Investment securities held to maturity (note 3)        5,697          1,700
Mortgage-backed securities held to maturity (note 4)   1,094          1,301
Loans held for sale, at estimated fair value (note 5)  6,727          4,855
Loans receivable, net                                224,805        212,979
Accrued interest receivable                            2,279          1,724
Office properties and equipment, net                   8,233          8,072
Federal Home Loan Bank of Cincinnati stock - at cost   1,690          1,631
Other assets                                           2,080          2,132
TOTAL ASSETS                                       $ 339,846      $ 282,129

LIABILITIES AND EQUITY

LIABILITIES:
  Deposits                                          $234,598       $248,267
  Accrued interest payable                               291            328
  Advance payments by borrowers for property
   taxes and insurance                                   754            295
  Other liabilities and accrued expenses               3,437          2,792
     Total Liabilities                               239,080        251,682
STOCKHOLDERS' EQUITY:
  Preferred Stock
  250,000 shares, no par value per share; authorized;
  none issued and outstanding                              -              -
  Common Stock
  49,750,000 shares, no par value per share,
  authorized; 7,538,250 issued and outstanding        73,850             NA
  Retained earnings                                   32,965         30,452
  Unallocated ESOP Shares                             (6,031)            NA
  Unrealized loss on investment securities
   available-for-sale, net of taxes                      (18)            (5)
         Total Stockholders' Equity                  100,766         30,447
                                                                           
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $339,846       $282,129
                                                                           

See accompanying notes to consolidated financial statements.

                                    1
<PAGE>
                            CAVALRY BANCORP, INC.
                      CONSOLIDATED STATEMENTS OF INCOME

                  (Dollars in Thousands, Except Per Share Data)
                                 (Unaudited)

                                     Three Months Ended   Six Months Ended
                                              June 30,         June 30,   
                                                                          
                                            1998     1997     1998     1997
                                                                          
Interest and dividend income:
 First mortgage loans                   $  2,797   $3,123   $5,746   $6,085
 Other loans                               2,543    1,915    4,875    3,716
 Investment securities                       480      128      678      280
 Deposits with other financial institutions  767      180    1,700      354
 Mortgage-backed securities held to maturity  17       24       39       48
                                             
  Total interest and dividend income       6,604    5,370   13,038   10,483
                                          
  Interest expense on deposits             2,270    2,240    4,923    4,412
                                          
  Net interest income                      4,334    3,130    8,115    6,071
                                          
Provision for loan losses                     81       75      135      150
                                          
  Net interest income after provision 
    for loan losses                        4,253    3,055    7,980    5,921
                                         
Noninterest income:
 Servicing income                             95     134       202      273
 Gain on sale of loans                       471     206     1,038      341
 Gain on sale of office properties 
    and equipment                              0       0        42        0
 Deposit servicing fees and charges          382     291       714      559
 Trust service fees                          171     135       334      272
 Other operating income                       35      31       101       99
                                          
   Total noninterest income                1,154     797     2,431    1,544
                                         
Noninterest expenses:
 Compensation, payroll taxes and
  fringe benefits                          1,720   1,335     3,316    2,558
 Occupancy expense                           138     129       282      254
 Supplies, communications and other
  office expenses                            210     157       378      288
 Federal insurance premiums                   38      34        75       42
 Advertising expense                          48      49        93      102
 Equipment and service bureau expense        541     485     1,103      923
 Other operating expenses                    296     211       537      387
                                          
   Total noninterest expenses              2,991   2,400     5,784    4,554
Earnings before income tax expense         2,416   1,452     4,627    2,911
                                         
Income tax expense                           906     561     1,736    1,125
                                          
   Net income                             $1,510    $891    $2,891   $1,786
                                        
Basic earnings per share                   $0.22     N/A     $0.42      N/A
                                          
Weighted average shares outstanding (1)  6,947,754   N/A   6,941,238    N/A


 Dividends declared $0.05 per share payable July 17,1998 for stockholders
 of record date June 30,1998


(1) Cavalry Bancorp's initial public offering closed on March 16, 1998.  For
purposes of earnings per share calculations, shares issued on March 16, 1998
have been assumed to be outstanding as of January 1, 1998.

See accompanying notes to consolidated financial statements.

                                    2
<PAGE>
                                CAVALRY BANCORP, INC.
                     CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                               (Dollars in Thousands)


                                       Three Months Ended   Six Months Ended
                                            June 30,           June 30,   
                                            1998    1997       1998    1997
                                      

     Net income                           $1,510    $891     $2,891   $1,786
     Other comprehensive income, net of tax
     (NOTE 6)
     Unrealized losses on securities
     Available for sale                     (18)       0        (13)       0
                                           
     Comprehensive income                 $1,492    $891      $2,878   $1,786

     See accompanying notes to consolidated financial statements.

                                    3
<PAGE>
                              CAVALRY BANCORP, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Dollars in Thousands)

                                        Three Months Ended   Six Months Ended
                                             June 30,            June 30,   
                                        
                                            1998    1997       1998     1997
Operating activities:                 
  Net income                              $1,510    $891     $2,891   $1,786
 Adjustments to reconcile net earnings
  to net cash provided by operating 
  activities:
   Provision for loan losses                  81      75        135      150
   Gain on sales of loans, net              (471)   (206)    (1,038)    (341)
   Gain on sale of office properties
    and equipment                              0       0       (42)        0
   Depreciation and amortization on
   Office properties and equipment           306     258        612      495
   Net amortization (accretion) of
   investments and mortgage-backed 
   securities premiums, net                 (157)      2       (120)       2
   Amortization of deferred loan 
    origination fees                        (271)   (275)      (550)    (523)
   Loan fees collected                       273     342        578      605
   Proceeds from sales of loans           27,436  12,544     40,612   27,074
   Origination of loans held for sale    (24,909)(12,807)   (41,445) (25,708)
   (Increase) decrease in accrued 
   interest receivable                      (221)     20       (555)     (90)
   Decrease (increase) in other assets      (135)   (619)        60     (563)
   Increase (decrease) in accrued
    interest payable                         (28)     16        (36)      40
   Stock dividends on Federal Home
    Loan Bank stock                          (30)    (26)       (59)     (26)
   (Decrease) increase in accrued expenses
    and other liabilities                     54      19        134     (158)
   (Decrease) increase in income 
    taxes payable                           (567)   (481)       135       20
                                           
     Net cash provided (used) by operating 
     activities                            2,871    (247)      1,312   2,763
                                           
Investing activities:
 Decrease (increase) in loans 
  receivable, net                         (3,336) (12,009)  (11,990) (15,840)
 Principal payments on mortgage 
  backed securities held to maturity          69      13        199       30

 Proceeds from the sales of office 
  properties and equipment                     0       0        203        0
 Purchase of investment securities 
  Available for sale                     (38,153)      0    (38,153)       0
 Purchase of investment securities 
  held to maturity                             0       0     (4,940)       0
 Proceeds from maturities of investment
 securities                                3,000   1,000      4,000    2,000
 Purchase of office properties 
 and equipment                              (294)   (927)      (933)  (1,943)
                                           
       Net cash used in investing 
  activities                             (38,714)(11,923)   (51,614) (15,753)

                                    4
<PAGE>
Financing activities:
 Net (decrease) increase in deposits     (12,089)  4,655    (13,671)  14,345
 Issuance of common stock                      0       0     69,352        0
 Expenses of stock offering                  (51)      0     (1,532)       0
 Net increase in advance
  payments by borrowers for
  property taxes and insurance               182     258        458      559
                                           

        Net Cash provided (used) by
         financing activities            (11,958)  4,913     54,607   14,904
                                        
INCREASE (DECREASE) IN CASH 
AND CASH EQUIVALENTS                     (47,801) (7,257)     4,305    1,914

CASH AND EQUIVALENTS, BEGINNING OF PERIOD 89,764  28,690     37,658   19,519
                                          
CASH AND CASH EQUIVALENTS, END OF PERIOD $41,963  21,433     41,963   21,433
                                        
SUPPLEMENT DISCLOSURES OF CASH 
 FLOW INFORMATION:
Payments during the period for:
 Interest                                  2,298   2,224      4,959    4,372
                                           
 Income taxes                              1,621   1,275      1,621    1,275
                                          
SUPPLEMENTAL DISCLOSURES OF NONCASH
 INVESTING AND FINANCING ACTIVITIES:

Interest credited to deposits                892     596      2,013    1,257
                                            
Decrease (increase)in deferred tax asset related
 to unrealized gain on investments           (11)      0         (8)        0
                                           

See accompanying notes to consolidated financial statements.

                                    5
<PAGE>
                             CAVALRY BANCORP, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Basis of Presentation

     Cavalry Bancorp, Inc. (the "Company"), was organized on November 5,
     1997 under Tennessee law at the direction of Cavalry Banking (the
     "Bank") to acquire all of the capital stock that the Bank would issue
     upon its conversion from the mutual to stock form of ownership.  The
     conversion was completed on March 16, 1998 through the sale and 
     issuance of 7,538,250 shares of common stock by the Company at a price
     of $10.00 per share.  Information set forth in this report relating to
     periods prior to the Conversion, including consolidated financial
     statements and related data, relates to Cavalry Banking and its
     subsidiaries.

     The accompanying consolidated financial statements of the Company have
     been prepared in accordance with instructions to Form 10-Q.
     Accordingly, they do not include all of the information and footnotes
     required by generally accepted accounting principles for complete
     financial statements.  However, such information reflects all
     adjustments (consisting solely of normal recurring adjustments) which
     are, in the opinion of management, necessary for a fair statement of
     results for the interim periods.

     The results of operations for the three and six months ended June 
     30, 1998 are not necessarily indicative of the results to be expected for
     the year ending December 31, 1998.  The consolidated financial
     statements and notes thereto should be read in conjunction with the 
     audited financial statements and notes thereto for the year ended
     December 31, 1997.

2.   Earnings Per Share

     Statement of Financial Accounting Standards No. 128, Earnings Per 
     Share, established new standards for computing and presenting earnings
     per share.  The standard is effective for annual and interim periods
     ending after December 15, 1997.  This standard had no impact on the
     computation of the Company's earnings per share upon adoption.

     Earnings per share has been computed for the three and six months
     ended June 30, 1998 based upon weighted average common shares 
     outstanding of 6,947,754 and 6,941,238, respectively.  For the purpose 
     of computing weighted average shares outstanding for the six months 
     ended June 30, 1998, shares issued in the Conversion on March 16, 1998 
     were assumed to have been outstanding since January 1, 1998.
     Earnings per share for the three and six months ended June 30, 1997 is
     not presented as there was no common stock issued or outstanding.

                                    6
<PAGE>
3.   Investment Securities Held to Maturity and Investment Securities
     Available-for-Sale:

     The amortized cost and estimated fair values of investment securities
     held to maturity and available-for-sale at June 30, 1998 and December
     31, 1997.

                                  Investment securities held to maturity:

                                                June 30, 1998
                                              
                                                Gross      Gross   Estimated
                                   Amortized  Unrealized  Unrealized  Fair
                                      Cost       Gains     Losses     Value
                               
     U.S. Treasury securities and
     Obligations of U.S. 
     Government agencies             $5,697        -             3     $5,694
                                     


                                              December 31, 1997
                                              
                                                Gross      Gross   Estimated
                                   Amortized  Unrealized  Unrealized  Fair
                                      Cost       Gains     Losses     Value
                               
     U.S. Treasury securities and
     Obligations of U.S.
     Government agencies             $1,700        1             1    $1,700
                                     


                                Investment securities available-for-sale:

                                                 June 30, 1998
                                              
                                                Gross      Gross   Estimated
                                   Amortized  Unrealized  Unrealized  Fair
                                      Cost       Gains     Losses     Value
                               
     U.S. Treasury securities and
     Obligations of U.S. 
     Government agencies            $45,308        4            34   $45,278
                                    


                                              December 31, 1997
                                              
                                                Gross      Gross   Estimated
                                   Amortized  Unrealized  Unrealized  Fair
                                      Cost       Gains     Losses     Value
                               
     U.S. Treasury securities and
     Obligations of U.S. 
     Government agencies            $10,085        -           8     $10,077
                                    


4.   Mortgage-backed Securities Held to Maturity:


                                                June 30, 1998
                                              
                                                Gross      Gross   Estimated
                                   Amortized  Unrealized  Unrealized  Fair
                                      Cost       Gains     Losses     Value
                                   
Mortgage-backed securities:
FHLMC                                  $276         3          -         279
FNMA                                    818         6          2         822
                                       
Total mortgage backed
securities held to maturity          $1,094         9          2       1,101
                                     


                                              December 31, 1997
                                              
                                                Gross      Gross   Estimated
                                   Amortized  Unrealized  Unrealized  Fair
                                      Cost       Gains     Losses     Value
                               
Mortgage-backed securities:
FHLMC                                  $420         6          -         426
FNMA                                    881         9          4         886
                                       
Total mortgage backed
securities held to maturity          $1,301        15          4       1,312

                                    7
<PAGE>
5.    Loans Held-for-Sale, Net
         Loans held for sale, net are summarized as follows:

                                                June 1998    December 1997
                                               
               One-to-four family loans            $6,727             $4,855
                                                  
               Total loans held for sale, net      $6,727             $4,855
                                                  

     The Bank originates most fixed rate loans for immediate sale to the
     Federal Home Loan Mortgage Corporation (FHLMC) or other investors.
     Generally, the sale of such loans is arranged at the time the loan
     application is received through commitments.

                                    8
<PAGE>
6.    Statement of Financial Accounting Standards (SFAS) No. 130 "Reporting
      Comprehensive Income," establishes standards of disclosure and 
      financial statement display for reporting total comprehensive income 
      and the individual components thereof.  Comprehensive income is defined 
      as the change in equity(net assets) of a business enterprise during a 
      period from transactions and other events and circumstances from 
      nonowner sources.  It includes all changes in equity during a period
      except those resulting from investments by owners and distributions
      to owners.  The only component of comprehensive income for Cavalry 
      Bancorp is unrealized holding gains/(losses) on available-for-sale
      securities.  Cavalry Bancorp adopted this standard beginning with the
      first quarter of 1998.

      COMPONENTS OF OTHER COMPREHENSIVE INCOME AND RELATED TAX
      (Dollars in thousands)

                                       Gain/(Loss)   Tax effect   Net-of-tax
      Unrealized market adjustments        $(29)         11            $(18)
      for the period

      TOTAL OTHER COMPREHENSIVE INCOME
      FOR THE QUARTER ENDING   
      JUNE 30,1998                         $(29)         11            $(18)
                                           

      Unrealized market adjustments        $(21)          8            $(13)
      For the period

      TOTAL OTHER COMPREHENSIVE INCOME
      FOR THE SIX MONTHS ENDED            
      JUNE 30,1998                         $(21)          8            $(13)
      
                                    9
<PAGE>
ITEM 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations

Comparison of Financial Condition at June 30, 1998 and December 31, 1997

     Total assets were $339.8 million at June 30, 1998 and $282.1 million
     at December 31, 1997, an increase of $57.7 million or 20.5%.  This
     increase resulted primarily from the proceeds of the initial public
     offering of stock which was completed on March 16, 1998.  As a result
     of this offering, the Company realized an increase in cash of
     approximately $67.8 million.  These funds were invested in interest
     bearing deposits and short-term investments.  Cash and cash equivalents
     increased $4.3 million while total investments increased $39.2 million.
     Mortgage-backed securities decreased $207,000 as a result of
     repayments.  Loans held for sale increased $1.9 million.  The
     variances resulted primarily from timing differences in the funding of
     loans.  Loans receivable, net increased from $213.0 million at December
     31, 1997 to $224.8 million at June 30, 1998. Consumer, commercial, and
     commercial real estate increased $22.0 million as a result of
     additional loan officers, general market conditions and more aggressive
     pricing.  These gains were offset by declines in construction, land,
     multifamily, and one-to-four family mortgage loans.  The declines in
     one-to-four family mortgage loans were primarily a result of refinancing
     activity. Although construction and land development loans net of loans 
     in process decreased, the gross amount of these loans have increased $9.2 
     million.  This increase was a result of aggressive solicitation and
     competitive pricing of these products.

     Deposit accounts decreased $13.7 million from December 31, 1997 to June
     30, 1998.  Certificates of deposit decreased $12.8 million primarily as 
     a result of withdrawals to fund stock purchases.  The Bank's savings 
     account balances declined $1.6 million.  Money market accounts also 
     declined $1.7 million for  the period.  These declines were partially
     offset by an increase of $2.4 million in transactional accounts.

     Stockholders' equity increased by $70.3 million from December 31, 1997
     to June 30, 1998, as a result net proceeds received in the conversion
     of $67.8 million and net income of $2.9 million for the six month
     period ending June 30, 1998,reduced by dividends of $377,000 and 
     unrealized losses on available for sale securities of $13,000.

     Nonperforming assets increased from $150,000 at December 31, 1997 to
     $160,000 at June 30, 1998.

                                   10
<PAGE>
Comparison of Operating Results for the Three Months Ended June 30, 1998
and June 30, 1997.

     Net Income.   Net income increased to $1.5 million for the three months
     ended June 30, 1998 from $891,000 for the three months ended June 30,
     1997 primarily as a result of increased investment and deposit income
     offset partially by an increased provision for income taxes due to
     increased income before taxes.  The increase in investment and deposit
     income is principally the result of additional funds available for
     investment in the three month period ended June 30, 1998 from the
     conversion.

     Net Interest Income.   Total interest income increased 22.0% to $6.6
     million for the three months ended June 30, 1998 from $5.4 million for
     the same period in 1997. Interest on loans increased from $5.0 million
     for the period ended June 30,1997 to $5.3 million for the same period
     in 1998.  This was a result of average loans outstanding increasing from
     $212.3 million in 1997 to $228.3 million for the same period in 1998.
     The average yield decreased from 9.5% for the period ended June
     30, 1997 compared to 9.4% for the same period in 1998.  This decrease
     was a result of declining rates and market competition.
     Income on all other investments consisting of mortgage backed
     securities, investments, FHLB stock, bank deposits and federal funds
     increased from $332,000 for the period ended June 30, 1997 to $1.3
     million for 1998.  Average investments increased from $23.1 million for
     the three months in 1997 to $91.2 million for the same period in 1998 
     as a result of the investment of stock subscription funds.  The average
     yield declined from 5.7% for the period ended June 30, 1997 to 5.6% as
     a result of the conversion funds being mostly invested in overnight and
     other short-term investments.

     Interest Expense.   Interest expense increased from $2.2 million for
     the period ended June 30, 1997 to $2.3 million for the same period in
     1998.  Average deposits increased from $201.5 million for the period in
     1997 to $209.3 million for 1998.  The average cost of deposits
     decreased from 4.51% in 1997 to 4.40% in 1998.  This decrease was
     primarily a result of the average balance in NOW accounts, a lower 
     cost deposit, increasing from $27.7 million in 1997 to $32.6 million in
     1998 with the cost declining from 1.72% in 1997 to 1.44% in 1998.  
     The decrease in average costs was a result of the Bank lowering the 
     rate on these accounts.

     Provision for Loan Loses.   Provision for loan losses are charges to
     earnings to bring the total allowance for loan losses to a level
     considered by management as adequate to provide for estimated loan
     losses based on management's evaluation of the collectibility of the
     loan portfolio, including the nature of the portfolio, credit
     concentrations, trends in historical loss experience, specific impaired
     loans and economic conditions.  Management also considers the level of
     problem assets giving greater weight to the level of classified assets
     than to the level of nonperforming assets because classified assets
     include not only nonperforming assets but also performing assets that
     otherwise exhibit, in management's judgement, potential credit
     weaknesses.

                                   11
<PAGE>
     The provision for loan losses was $81,000 for the period ending June
     30, 1998 compared to $75,000 for the same period in 1997.  Classified
     assets increased from $1.3 million at December 31, 1997 to $1.5 million
     at June 30, 1998.  Management expects classified assets to increase
     moderately, although no assurances can be given that this will in fact
     occur.  Management's expectation is based upon its anticipation of
     continued loan growth, particularly in the areas of construction,
     commercial real estate, commercial and consumer lending.  Management
     deemed the allowance for loan losses adequate at June 30, 1998.

     Noninterest Income.   Noninterest income increased to $1.2 million for
     the three months ended June 30, 1998 from $797,000 for the same period
     in 1997.  Net gain on sale of loans increased from $206,000 for the
     three months ended June 30, 1997 to $471,000 for the same period in
     1998.  This increase was a result of increased volume, increased 
     pricing spreads, and overall more favorable market conditions in 1998
     than in 1997.  Deposit servicing fees increased from $291,000 in 1997
     to $382,000 as a result of increased volume in transactional accounts
     and an increased pricing structure.  Trust fees also increased from
     $135,000 in 1997 to $171,000 in 1998 because of more trust assets under
     management and an increase in fees charged.  These gains were offset by 
     a decline in loan servicing income from $134,000 in 1997 to $95,000 in 
     1998 largely as a result of increased amortization of originated 
     servicing rights.

     Noninterest Expense.   Noninterest expense was $3.0 million for the
     period ending June 30, 1998 compared to $2.4 million in 1997.
     Compensation and other employee benefits increased from $1.3 million at
     June 30, 1997 to $1.7 million at June 1998 primarily as a result of
     increases in commission expenses,compensation and other employee 
     benefits.  These increases were a result of increased staffing to 
     service the increased volumes in deposits and lending and normal annual
     salary increases.  The increases in other categories of operating 
     expenses generally are attributable to the growth of the Company.
     The Company anticipates that other operating expenses will continue 
     to increase in subsequent periods as a result of increased cost 
     associated with operating a public company.

     Income taxes.   The provision for income taxes was $906,000 for the
     period ended June 30, 1998 compared to $561,000 for the same period in
     1997.  This was a result of higher income before income taxes for the
     period ended June 30, 1998.

                                   12
<PAGE>
Comparison of Operating Results for the Six Months Ended June 30, 1998 and
  June 30,1997.

     Net Income.  Net income increased to $2.9 million for the six months 
     ended June 30, 1998 from $1.8 million for the six months ended June 
     30, 1997 primarily as a result of increased investment and deposit income 
     offset partially by an increased provision for income taxes due to
     increased income before taxes.  The increase in investment and deposit
     income is principally the result of additional funds available for 
     investment in the six month period ended June 30, 1998 from the 
     conversion.

     Net Interest Income.  Total interest income increased 23.8% to $13.0 
     million for the six months ended June 30, 1998 from $10.5 million for the 
     same period in 1997. Interest on loans increased from $9.8 million for 
     the period ended June 30, 1997 to $10.6 million for the same period in 
     1998.  This was a result of average loans outstanding increasing from 
     $209.0 million for the six months ended June 30, 1997 to $226.2 for the 
     same period in 1998.  The yields between the two periods were comparable 
     at 9.38% for the six months ended June 30, 1997 and 9.39% for the same 
     period in 1998.  Income on all other investments consisting of mortgage 
     backed securities, investments, FHLB stock, bank deposits and federal 
     funds sold increased from $682,000 for the six months ended June 30, 1997
     to $2.4 million for the same period in 1998.  Average investments 
     increased from $23.4 million for the six months ended June 30, 1997 to 
     $89.2 million for the same period in 1998 as a result of the investment 
     of the conversion.  The average yield declined from 5.8% for the six 
     months ended June 30,1997 to 5.4% for the same period in 1998 as a 
     result of conversion funds being mostly invested in overnight and other 
     short-term investments.

     Interest Expense.  Interest expense increased from $4.4 million for the 
     six month period ended June 30, 1997 to $4.9 million for the six month 
     period ended June 30, 1998.  Average deposits increased from $199.4 
     million for the six months ended June 30, 1997 to $235.7 million  for the 
     same period in 1998. The average cost of funds declined from 4.4% for 
     the six months ended June 30, 1997 to 4.2% for the same period in 1998.
     This increase in average deposits was primarily a result of the stock
     subscription process.  Passbook savings increased from $15.4 million 
     for the six months ended June 30, 1997 to $30.9 million for the same 
     period in 1998.  The average cost of passbook deposits declined from 2.0% 
     for the six months ended June 30, 1997 to 1.9% for the same period in 1998
     Money market accounts also increased from $31.4 million for the six months
     ended June 30, 1997 to $47.4 million for the same period in 1998.  The 
     average cost of the money market accounts for both was 4.2%.

     Provision for Loan Losses.  The provision for loan losses was $135,000
     for the six month period ended June 30, 1998 compared to $150,000 for the
     same period in 1997.  See "Comparison of Operating Results for the Three
     Months Ended June 30, 1998 and June 30,1997 - Provision for Losses"

                                   13
<PAGE>
     Noninterest Income.  Noninterest income increased to $2.4 million for 
     the six months ended June 30 ,1998 compared to $1.5 million for the same 
     period in 1997.  Gain on sale of loans increased from $341,000 for the 
     six months ended June 30, 1997 to $1.0 million for the same period in 
     1998 as a result of increased volume, increased pricing spreads, and 
     overall more favorable market conditions in 1998 than in 1997.  Deposit 
     servicing fees increased from $559,000 for the six months ended June 30,
     1997 to $714,000 for the same period in 1998 as a result of increased 
     volume in transactional accounts and an increased pricing structure.
     Trust fees also increased from $272,000 for the six months end June 30,
     1997 to $334,000 for the six months ended June 30, 1998 as a result of 
     increases in trust assets under management and an increase in fees 
     charged.  These gains were offset by a decline in loan servicing income
     from $273,000 for the six month period ended June 30 ,1997 to $202,000 
     for the same period in 1998 largely as a result of increased
     amortization of originated servicing rights.

     Noninterest expense.  Noninterest expense was $5.8 million for the six
     month period ended June 30, 1998 compared to $4.6 million for the same 
     period in 1997.  Compensation, payroll taxes and fringe benefits
     increased from $2.6 million for the six month period ended June 30, 1997
     to $3.3 million for the same period in 1998.  This increase was 
     primarily a result of increased staffing to service the increased  
     volumes in deposits and lending and normal annual salary increases.  The 
     increases in other categories of operating expenses generally are 
     attributable to the growth of the Company.  The Company anticipates that
     operating expenses will continue to increase in subsequent periods as
     a result of increased costs associated with operating a public company.

     Income taxes.  The provision for income taxes was $1.7 million for the 
     six month period ended June 30 ,1998 compared to $1.1 million for the 
     same period in 1997.  This increase was a result of increased income 
     before taxes for the six months ended June 30, 1998.

                                   14
<PAGE>
Liquidity and Capital Resources

     The Company's primary sources of funds are customer deposits, proceeds
     from principal and interest payments from and the sale of loans,
     maturing securities and FHLB of Cincinnati advances.  While maturities
     and scheduled amortization of loans are a predictable source of funds,
     deposit flows and mortgage prepayments are influenced greatly by
     general interest rates, other economic conditions and competition.
     Regulations of the Office of Thrift Supervision ("OTS"), the Bank's
     primary regulator, require the Bank to maintain an adequate level of
     liquidity to ensure the availability of sufficient funds to fund loan
     originations, deposit withdrawals and to satisfy other financial
     commitments.  Currently, the OTS regulatory liquidity for the Bank is
     the maintenance of an average daily balance of liquid assets (cash and
     eligible investments) equal to at least 4% of the daily balance of net
     withdrawal deposits and short-term borrowings.  This liquidity
     requirement is subject to periodic change.  The Company and the Bank
     generally maintain sufficient cash and short-term investments to meet
     short-term liquidity needs.  At June 30, 1998, cash and cash
     equivalents totaled $42.0 million or 12.4% of total assets, and
     investments available for sale totaled $45.3 million.  At June 30,
     1998, the Bank also maintained, but did not draw upon, a line of credit
     with the FHLB of Cincinnati in the amount of $15.0 million.

     As of June 30, 1998, the Bank's regulatory capital was in excess of
     all applicable regulatory requirements.  At June 30, 1998, under
     regulations of the OTS, the Bank's tangible, core and risk-based
     capital ratios were 22.9%, 22.9% and 25.0%, respectively, compared to
     requirements of 1.5%, 3.0% and 8.0%, respectively.

     At June 30, 1998, the Bank had loan commitments (excluding undisbursed
     portions of construction loans) of approximately $14.4 million.  In
     addition, at June 30, 1998, the unused portion of lines of credit
     extended by the Bank was approximately $6.5 million for consumer lines
     of credit and $22.8 million for commercial lines of credit.  Standby
     letters of credit and financial guarantees are conditional commitments
     issued by the Bank to guarantee the performance of a customer to a
     third party.  Those guarantees are primarily issued to support public
     and private borrowing arrangements, including commercial paper, bond
     financing, and similar transactions.  Most guarantees are for a term of
     one to two years.  The credit risk involved in issuing letters of
     credit is essentially the same as that involved in extending loan
     facilities to customers.  At June 30, 1998, the Bank had $7.1 million
     of letters of credit outstanding.

                                   15
<PAGE>
Year 2000

     Cavalry Banking continues to follow the comprehensive Action Plan 
     which was developed using the guidelines established by the Federal
     Financial Institutions Examination Council's Interagency Statement 
     entitled "Year 2000 Project Management Awareness".  The Awareness 
     and assessment phases of the plan have been completed and we are 
     deeply involved in the Renovation and Validation stages of the plan.
     Cavalry Banking is on target to meet the March 31, 1999, goal set by the 
     Audit Committee for having all systems, data bases and utilities fully
     tested, in production and Year 2000 ready.  Cavalry Banking's 
     various vendors are also on track to be fully tested during the fourth
     quarter of 1998.


Item 3.    Quantitative and Qualitative Disclosures About Market Risk

     There have been no material changes in the quantitative and qualitative
     disclosures about market risks as of June 30, 1998 from that presented
     in the Company's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1997.

Part II.  Other Information

     Item 1.  Legal Proceedings

          Not applicable

     Item 2.  Changes in Securities and Use of Proceeds

           Not applicable

     Item 3.  Defaults Upon Senior securities

          Not applicable

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

          Not applicable

     Item 5.  Other Information

          On July 15, 1998, the Company announced that Cavalry Banking plans 
          to establish a new branch office in Rutherford County, Tennessee.

          Cavalry Banking intends to open a branch office on land owned by 
          the Bank on U.S. Highway 231 South.  Construction is to begin 
          immediately.  The branch is scheduled to be completed in the fourth
          quarter of 1998.

                                   16
<PAGE>
     Item 6.  Exhibits, Financial Statement Schedules, and Reports on
              Form 8-K

(a)  Exhibits

         3.1     Charter of the Registrant*
         3.2     Bylaws of the Registrant*
        10.1     Employment Agreement with Ed C Loughry, Jr.**
        10.2     Employment Agreement with Ronald F Knight**
        10.3     Severance Agreement with Hillard C. Gardner**
        10.4     Severance Agreement with Ira B. Lewis**
        10.5     Severance Agreement with R Dale Floyd**
        10.6     Severance Agreement with M. Glenn Layne**
        10.7     Severance Agreement with Joy B Jobe**
        10.8     Severance Agreement with William S Jones**
        10.9     Severance Agreement with David W Hopper**
        10.10    Cavalry Banking Key Personnel Severance Compensation Plan**
        10.11    Cavalry Banking Employee Stock Ownership Plan**
        21       Subsidiaries of the Registrant**
        27       Financial Data Schedule

*    Incorporated herein by reference to the Registrant's Registration
     Statement on Form S-1, as amended (333-40057).
**   Incorporated herein by reference to the Registrant's Annual Report on
     Form 10-K for the year ended December 31, 1997.

(b)  Reports on Form 8-K

     No Reports on Form 8-K were filed during the quarter ended June 30,
     1998.

                                   17
<PAGE>
     Pursuant to the requirements of section 13 or 15(d) of the Securities
     Act of 1934, the registrant has duly caused this report to be signed on
     its behalf by the undersigned, thereunto duly authorized.


                                              CAVALRY BANCORP, INC.


Date: August 10, 1998                       By:    /s/ Ed C. Loughry, Jr.   
                                               -----------------------------
                                               Ed C. Loughry, Jr.
                                               President and Chief Executive
                                               Officer


Date: August 10, 1998                       By:    /s/ Hillard C. Gardner 
                                               -----------------------------
                                               Hillard C. Gardner
                                               Senior Vice President and
                                               Chief Financial Officer

                                   18
<PAGE>