KENWOOD BANCORP INC
10QSB, 1997-08-13
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                                   FORM 1O-QSB


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


(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, 1997
                                              ------------- 

                                       OR

       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
       OF THE SECURITIES EXCHANGE ACT OF 1934

           For the transition period from               to

                         Commission File Number 0-20907

                             KENWOOOD BANCORP, INC.
             (Exact name of registrant as specified in its charter)

              Delaware                                   31-1457996
   (State or other jurisdiction or                     (IRS Employer
   incorporation or organization)                    Identification Number)

        7711 Montgomery Road
          Cincinnati, Ohio                                   45236
        (Address of principal                               (Zip Code)
          executive office)

       Registrant's telephone number, including area code: (513) 791-2834

Check 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 past 12
months (or for such shorter period that the registrant was required to file such
reports)  and (2) has been subject to such filing  requirements  for the past 90
days.    Yes  [ X ]  No  [  ]

As of August  7,  1997,  the  latest  practicable  date,  295,133  shares of the
registrant's common stock, $.01 par value, were issued and outstanding.





                               Page 1 of 13 pages

<PAGE>


                              KENWOOD BANCORP, INC.

                                      Index


                                                                     Page
                                                                     ----

PART I            FINANCIAL INFORMATION

                  Consolidated Statements of Financial Condition        3

                  Consolidated Statements of Income                     4

                  Consolidated Statements of Cash Flows                 5

                  Notes to Consolidated Financial Statements            6

                  Management's Discussion and Analysis of
                  Financial Condition and Results of
                  Operations                                            8


PART II           OTHER INFORMATION                                    12


SIGNATURES                                                             13

                                     - 2 -
<PAGE>
<TABLE>
<CAPTION>
                                            KENWOOD BANCORP INC.
                                      STATEMENTS OF FINANCIAL CONDITION
                                               (in Thousands)

                                                   ASSETS

                                                                                      June 30    September 30,
                                                                                       1997          1996
                                                                                     --------      --------
                                                                                   (unaudited)
<S>                                                                                  <C>           <C>
Cash and due from banks ........................................................     $    750           588
Interest bearing deposits in other financial institutions ......................        1,093         1,558
                                                                                     --------      --------
              Cash and cash equivalents ........................................        1,843         2,146
Certificates of deposit in other financial institutions ........................          380           380
Investment securities at amortized cost,  approximate market 
     value of $1,981 and $1,959 as of June 30, 1997
     and September 30, 1996 ....................................................        1,996         1,994
Investment securities - available for sale, amortized cost
      of $499 and $499 as of June 30, 1997
     and September 30, 1996 ....................................................          491           486
Mortgage-backed securities at cost, approximate market
     value of $233 and $250 as of June 30, 1997
     and September 30, 1996 ....................................................          225           245
Mortgage-backed securities available for sale, amortized cost
      of $7,157 and $4,499 as of June 30, 1997
     and September 30, 1996 ....................................................        7,221         4,529
Loans receivable ...............................................................       35,363        30,009
Loans held for sale - at lower of cost or market ...............................          367         9,322
Property and equipment .........................................................          355           362
Federal Home Loan bank stock - at cost .........................................          453           430
Accrued interest receivable
     Loans .....................................................................          184           199
     Mortgage-backed securities ................................................           46            26
     Investment securities .....................................................           56            20
Prepaid expenses and other assets ..............................................           64            74
Prepaid federal income taxes ...................................................         --               9
                                                                                     --------      --------

                                                                                     $ 49,044        50,231
                                                                                     ========      ========


                                    LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits .......................................................................     $ 40,511        41,636
Advances from the Federal Home Loan Bank .......................................        3,763         3,653
Accounts payable on mortgage loans services for others .........................          139            37
Advances by borrowers for taxes and insurance ..................................          122           215
Other liabilities ..............................................................           96           417
Accrued federal income taxes ...................................................           46          --
Deferred federal income taxes ..................................................           46            34
                                                                                     --------      --------
              Total liabilities ................................................       44,723        45,992
                                                                                     --------      --------
<PAGE>
<CAPTION>
<S>                                                                                  <C>           <C>
Commitments ....................................................................         --            --

Stockholders' equity
     Preferred stock - authorized 1,000,000 shares of $.01 par
        value, none issued .....................................................         --            --
     Common stock - authorized 4,000,000 shares of $.01 par
        value; 295,133 shares issued and outstanding ...........................            3             3
     Additional paid in capital ................................................        1,771         1,771
     Retained earnings - substantially restricted ..............................        2,646         2,597
     Shares acquired by Management Recognition Plan ............................          (18)          (18)
     Less unearned ESOP shares .................................................         (119)         (126)
     Unrealized gain on available for sale securities, net of income tax .......           38            12
                                                                                     --------      --------
              Total stockholders' equity .......................................        4,321         4,239
                                                                                     --------      --------

                                                                                     $ 49,044        50,231
                                                                                     ========      ========
</TABLE>
                                                    - 3 -
<PAGE>
<TABLE>
<CAPTION>
                                      KENWOOD BANCORP INC.
                               CONSOLIDATED STATEMENTS OF INCOME
                                         (In thousands)
                                          (Unaudited)


                                                       Nine Months ended    Three Months ended
                                                            June 30              June 30
                                                        1997       1996       1997      1996
                                                      ------     ------     ------     ------
<S>                                                   <C>        <C>        <C>        <C>
Interest income
      Loans .....................................     $1,999      1,959        672        679
      Mortgage-backed securities ................        330        349        124        116
      Investment securities .....................        134        144         45         45
      Interest bearing deposits and other .......        101         90         20         20
                                                      ------     ------     ------     ------
         Total interest income ..................      2,564      2,542        861        860

Interest expense
      Deposits ..................................      1,717      1,865        564        608
      Borrowings ................................         81         31         32         21
                                                      ------     ------     ------     ------
         Total interest expense .................      1,798      1,896        596        629
                                                      ------     ------     ------     ------

         Net interest income ....................        766        646        265        231

Provision for losses on loans ...................         --         10         --          4
                                                      ------     ------     ------     ------
         Net interest income after provision
             for losses on loans ................        766        636        265        227
                                                      ------     ------     ------     ------

Other income
      Gain on sale of mortgage loans ............        163        159         26         52
      Gain on sale of investments ...............         --         13         --         --
      Other operating ...........................         14         12          4          4
                                                      ------     ------     ------     ------
                                                         177        184         30         56
                                                      ------     ------     ------     ------

General, administrative and other expenses
      Employee compensation and benefits ........        373        313        112         97
      Occupancy and equipment ...................         98         91         31         32
      Federal deposit insurance premiums ........         42         75         10         25
      Franchise taxes ...........................         51         31         22         10
      Other .....................................        221        185         73         66
                                                      ------     ------     ------     ------
         Total general, administrative and
             other expenses .....................        785        695        248        230
                                                      ------     ------     ------     ------

         Income before income taxes .............        158        125         47         53
<PAGE>
<CAPTION>
<S>                                                   <C>        <C>        <C>        <C>
Federal income taxes
      Current ...................................         47         31         11         13
      Deferred ..................................         --         --         --         --
                                                      ------     ------     ------     ------
                                                          47         31         11         13
                                                      ------     ------     ------     ------

         Net income .............................     $  111         94         36         40
                                                      ======     ======     ======     ======

         Earnings per share, restated for effects
             of conversion from mutual holding
             company ............................     $ 0.39       0.33       0.13       0.14
                                                      ======     ======     ======     ======
</TABLE>


                                             - 4 -
<PAGE>
<TABLE>
<CAPTION>
                                        KENWOOD BANCORP INC.
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 For the nine months ended June 30,
                                           (In thousands)
                                             (Unaudited)

                                                                                  1997         1996
                                                                                  ----         ----
<S>                                                                            <C>          <C>
Cash flows from operating activities:
    Net income for the period ............................................     $   111           94
    Adjustments to reconcile net income to net cash provided by (used in)
       operating activities:
           Depreciation and amortization .................................          24           25
           Amortization of ESOP ..........................................          14         --
           Loans disbursed for sale in the secondary market ..............      (5,427)     (10,177)
           Proceeds from sale of loans in the secondary market ...........       6,262        9,751
           Gain on sale mortgage loans ...................................        (163)        (159)
           Gain on sale of investments ...................................        --            (13)
           Federal Home Loan Bank dividends ..............................         (23)         (21)
           Amortization of deferred loan origination (fees) costs ........          11           (7)
           Provision for loan losses .....................................        --             10
           Increase (decrease) in cash due to changes in:
              Accrued interest receivable ................................         (41)         (68)
              Prepaid expenses and other assets ..........................          19           (4)
              Accounts payable on mortgage loans serviced for loans ......         102          (85)
              Other liabilities ..........................................        (328)          40
              Accrued federal income taxes ...............................          46           28
                                                                               -------      -------
                 Net cash provided by (used in) operating activities .....         607         (586)
                                                                               -------      -------

Cash flows provided by (used in) investing activities:
    Principal payments on loans and mortgage-backed securities ...........       3,853        7,370
    Loan disbursements ...................................................      (8,605)     (10,055)
    Proceeds from sale of loans ..........................................       8,322         --
    Purchase of investment securities ....................................        --           (500)
    Maturity of investment securities ....................................        --            500
    Purchase of mortgage-backed securities - available for sale ..........      (3,293)        (513)
    Proceeds from sale of investments - available for sale ...............        --            513
    Purchase of office premises and equipment ............................         (17)          (7)
    Decrease in certificates of deposit in other financial institutions ..        --            950
                                                                               -------      -------
                 Net cash provided by (used in) investing activities .....         260       (1,742)
                                                                               -------      -------

Cash flows provided by (used in) financing activities:
    Net decrease in deposits .............................................      (1,125)      (2,073)
    Borrowings from FHLB .................................................       3,200        3,000
    Repayment of FHLB advances ...........................................      (3,090)      (1,027)
    Advances by borrowers for taxes and insurance ........................         (93)         (48)
    Net proceeds from the issuance of common stock .......................        --          1,264
    Dividends paid on common stock .......................................         (62)         (41)
                                                                               -------      -------
                 Net cash provided by (used in) financing activities .....      (1,170)       1,075
                                                                               -------      -------
<PAGE>
<S>                                                                            <C>          <C>
Net decrease in cash and cash equivalents ................................        (303)      (1,253)
Cash and cash equivalents - beginning of period ..........................       2,146        2,808
                                                                               -------      -------
Cash and cash equivalents - end of period ................................       1,843        1,555
                                                                               =======      =======

Supplemental  disclosure  of cash flow  information
 Cash paid during the period  for:
       Federal income taxes ..............................................        --             (8)
                                                                               =======      =======

       Interest on deposits and borrowings ...............................       1,202        1,895
                                                                               =======      =======

Supplemental disclosure of non-cash investing activities
    Transfer of investment securities to available for sale classifi$ation        --          7,253
                                                                               =======      =======
</TABLE>


                                                - 5 -
<PAGE>
                              KENWOOD BANCORP, INC.
                   Notes to Consolidated Financial Statements

1.   Organizational Summary:

      Kenwood  Bancorp,  Inc. (the "Company" or "Bancorp") is a holding  company
      formed in March 1996, in  conjunction  with the second step  conversion of
      Kenwood Savings and Loan  Association from a mutual holding company format
      to a  stock  holding  company  format.  The  second  step  conversion  was
      completed on June 28, 1996, with all the stock of the Association canceled
      and  exchanged  into  stock of  Bancorp.  Bancorp's  financial  statements
      include the accounts of its wholly owned subsidiary,  Kenwood Savings Bank
      (formerly Kenwood Savings and Loan Association).

2.    Basis of Presentation:

      The  accompanying   unaudited   financial   statements  were  prepared  in
      accordance  with  instructions  for Form  10-QSB  and,  therefore,  do not
      include information or footnotes necessary for a complete  presentation of
      financial  position,  results of  operations  and cash flows in conformity
      with generally accepted accounting  principles.  However,  all adjustments
      (consisting  only of normal  recurring  accruals) which, in the opinion of
      management,  are  necessary  for a  fair  presentation  of  the  financial
      statements  have been  included.  The results of  operations  for the nine
      month period ended June 30, 1997,  are not  necessarily  indicative of the
      results which may be expected for the entire fiscal year.

3.    Earnings Per Share:

      Earnings per share for three month period ended June 30, 1997, is computed
      based on 282,521 weighted average shares outstanding for Bancorp. Earnings
      per share for the nine month period ended June 30, 1997, is computed based
      on  282,521  weighted  average  shares  outstanding  as  adjusted  for the
      reorganization  from the  mutual  holding  company  to the  stock  holding
      company form for Kenwood Savings Bank.

      Weighted  average shares for the nine months ended June 30, 1997,  include
      the effect of the issuance of 295,133  shares on June 28, 1996, of Kenwood
      Bancorp,  Inc.  These shares were sold or converted  pursuant to a plan of
      conversion and agreement and plan of reorganization  whereby,  in addition
      to newly issued shares,  each share of common stock of Kenwood Savings and
      Loan  Association  held by Kenwood  Federal  Mutual  Holding  Company were
      canceled  and  each  share of the  Association  common  stock  held by the
      Association's public stockholders were converted into shares of Bancorp.

4.    Effects of Recent Accounting Pronouncements:

      In May 1995,  the  Financial  Accounting  Standards  Board  (FASB)  issued
      Statement of Financial  Accounting  Standards (SFAS) No. 122,  "Accounting
      for Mortgage  Servicing  Rights".  This statement requires that a mortgage
      banking enterprise recognize as separate assets rights to service mortgage
      loans for others,  however those servicing rights are acquired. A mortgage
      banking  enterprise that acquires mortgage servicing rights through either
      the purchase or origination of



                                      - 6 -
<PAGE>
      mortgage loans and sells or securitizes  those loans with servicing rights
      retained  would  allocate  the  total  cost of the  mortgage  loans to the
      mortgage  servicing  rights  and the loans  based on their  relative  fair
      value.  Statement  No. 122 is effective for fiscal years  beginning  after
      December 15, 1995.  Management has  implemented the standard as of October
      1, 1996, with no material effect on the consolidated financial statements.

      In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
      Compensation,"  establishing  financial accounting and reporting standards
      for stock-based  employee  compensation plans. SFAS No. 123 encourages all
      entities to adopt a new method of accounting to measure  compensation cost
      of all employee stock compensation plans based on the estimated fair value
      of the award at the date it is granted. Companies are, however, allowed to
      continue to measure  compensation  cost of those plans using the intrinsic
      value  based  method of  accounting,  which  generally  does not result in
      compensation  expense recognition for most plans.  Companies that elect to
      remain with the existing accounting are required to disclose in a footnote
      to the  financial  statements  pro  forma  net  income  and if  presented,
      earnings per share,  as if SFAS No. 123 had been adopted.  The  accounting
      requirements of SFAS No. 123 are effective for  transactions  entered into
      during  fiscal years that begin after  December 15,  1995.  Companies  are
      required,  however,  to disclose  information  for awards granted in their
      first  fiscal year ending after  December  15,  1994.  SFAS No. 123 had no
      effect on the consolidated financial statements for the periods presented.

      In June 1996, the FASB issued SFAS No. 125  "Accounting  for Transfers and
      Servicing of Financial Assets and  Entinguishments  of Liabilities"  which
      established accounting and reporting standards for transfers and servicing
      of financial assets and extinguishments of liabilities.  The standards are
      based on a consistent  application of a financial components approach that
      focuses on control.  Under that  approach,  after a transfer of  financial
      assets,  an  entity  recognizes  the  financial  and  servicing  assets it
      controls  and the  liabilities  it has  incurred,  derecognizes  financial
      assets when control has been  surrendered,  and  derecognizes  liabilities
      when  extinguished.   SFAS  No.  125  provides  consistent  standards  for
      distinguishing transfers of financial assets that are sales from transfers
      that are secured  borrowings.  SFAS No. 125 supersedes  SFAS No. 122. SFAS
      No. 125 is effective for  transactions  occurring after December 31, 1996.
      Management does not expect a material effect on its consolidated financial
      statements.

      In March 1997,  the FASB issued SFAS No. 128,  "Earnings  per Share" which
      will  replace the current  presentation  on "primary"  and "full  diluted"
      earnings per share with newly defined  "basic" and "diluted"  earnings per
      share.  "Basic" earnings per share will not include the dilutive effect of
      certain common stock  equivalents on earnings.  Diluted earnings per share
      will reflect the potential  dilution of securities  that could share in an
      enterprises  earnings.  The statements  will require dual  presentation of
      basic and  diluted  earnings  per share on the income  statements  for all
      entities  having  complex  capital  structures  and will be effective  for
      financial  statements  issued for periods  ending after December 15, 1997.
      Management  is  currently  assessing  the impact of this  statement on the
      Company's financial statements.


                                      - 7 -
<PAGE>
                              KENWOOD BANCORP INC.

                Management's Discussion And Analysis Of Financial
                       Condition And Results Of Operations


Discussion of Financial  Condition  Changes from September 30, 1996, to June 30,
1997

At June 30,  1997,  the Company had total assets  $49.0  million,  a decrease of
approximately  $1.2 million or 2.4% from  September  30, 1996.  The reduction in
assets  was  due  primarily  to the  sale  of $8.2  million  in  adjustable-rate
single-family  loans  with the  proceeds  from the sale being used to repay FHLB
advances  of  $3  million  and  to  purchase  $3.2  million  of  mortgage-backed
securities.

Cash and cash  equivalents  decreased  $303,000 or 14.1%  during the nine months
ended June 30,  1997,  as the  Company  used its excess  liquidity  to fund loan
demand.

Loans receivable  (including loans held for sale) decreased $3.6 million or 9.2%
to $35.7 million at June 30, 1997, as compared to $39.3 million at September 30,
1996.  As noted,  the Company  sold during the nine months  ended June 30, 1997,
$8.2  million  of  adjustable-rate  single-family  loans to a third  party.  The
Company sold the loans to fund the repayment of FHLB  advances  which had funded
the past loan growth and to reinvest the additional  proceeds from the loan sale
in mortgage-backed  securities. The FHLB advances were short-term advances which
for the most part  repriced  daily and had a  negative  impact on the  Company's
interest  rate  risk.  The  Company  also sold an  additional  $6.2  million  of
fixed-rate  single family loans in the  secondary  market during the nine months
ended June 30, 1997. The Company  continues to sell in the secondary  market the
majority of fixed-rate one-to-four family residential loan originations.

The  Company's  investment  portfolio  consists  of  certificates  of  deposits,
investment  securities,  and  mortgage-backed  securities  (held to maturity and
available for sale).  The investment  portfolio  increased $2.7 million or 35.1%
over the level  maintained at September 30, 1996. The increase in the investment
portfolio was due to the purchase of  mortgage-backed  securities with the funds
from the aforementioned loan sale.

Deposits  totaled  $40.5 million at June 30, 1997, a decrease of $1.1 million or
2.7% from the $41.6 million of deposits at September 30, 1996.  The reduction in
deposits  is due to the  decrease  in  certificates  of  deposit,  as  consumers
continue to look for alternative  savings  vehicles.  The Company does not offer
special  rates or terms to  attract  deposits  unless  the  terms  and rates are
favorable  for the  Company  for the long term.  The  current  local  market for
certificates  of deposit  remains  competitive  and the  Company  has priced its
certificates of deposit to remain  competitive with the market.  Demand accounts
have increased  during the nine months ended June 30, 1997, as the Company's new
demand account products are generating new or increased accounts.


                                       -8-
<PAGE>
The  Company  is  required  to meet  each of  three  minimum  capital  standards
promulgated by the Office of Thrift  Supervision.  The capital standards require
the maintenance of regulatory  capital standards  sufficient to meet a tangible,
core,  and  risk-based  capital  requirement.  At June 30, 1997,  the  Company's
tangible and core capital totaled $4.1 million or 8.4% of adjusted total assets,
which exceeded the respective minimum requirements at that date of 1.5% and 3.0%
by $3.4 million and $2.7 million respectively.  The Company's risk-based capital
totaled $4.2 million at June 30, 1997, or 20.4% of risk weighted  assets,  which
exceeded the 8% requirement by $2.6 million.

Comparison of Operating Results for the Nine Months Ended June 30, 1997 and 1996

General

Net income for the nine months ended June 30, 1997 totaled $111,000, an increase
of $17,000 or 18.1% from the $94,000 recorded for the nine months ended June 30,
1996.  The increase in net income  resulted  primarily  from higher net interest
income,  which was  partially  offset by an increase in  operating  expenses and
income taxes.

Net Interest Income

Interest  income on loans for the nine  months  ended June 30,  1997,  increased
$40,000 or 2.0% due to an increase in the average  balance of loans  outstanding
period-to-period.  The  Company  sold in late  November  1996,  $8.2  million of
adjustable-rate  loans.  The  effect of this sale on  interest  income  impacted
interest income during the most recent nine months but has been partially offset
by  new   originations   during  the  current   quarter.   Interest   income  on
mortgage-backed  securities  decreased $19,000 or 5.4%, due primarily to a lower
average  balance  outstanding  during the nine months ended June 30,  1997.  The
Company purchased $3.3 million of  mortgage-backed  securities in December 1996,
with the proceeds from the sale of the loans mentioned above. Interest income on
investment  securities and interest  bearing  deposits have remained  relatively
stable.

Interest expense on deposits  decreased  $148,000 or 7.9% during the nine months
ended June 30, 1997, as compared to the prior nine month  period.  This decrease
was due to a decrease in the average balance outstanding and a change in the mix
of deposits  to a higher  percentage  of demand  accounts.  Interest  expense on
borrowings  increased  $50,000 as the Company has utilized  FHLB  advances as an
alternative  source of funding for loan growth.  The Company  repaid in December
1996,  $3 million of the  outstanding  FHLB  advances with the proceeds from the
aforementioned loan sale, but during the current quarter has borrowed additional
amounts to fund the current loan growth.

As a result of the foregoing  changes in interest  income and interest  expense,
net  interest  income  increased  $120,000 or 18.6% during the nine months ended
June 30, 1997, as compared to the nine months ended June 30, 1996.

Provision for Losses on Loans

The Company  did not record a  provision  for losses on loans for the nine month
period  ended  June 30,  1997.  The  provision  for losses on loans for the nine
months ended June 30, 1996, was the result of loan  portfolio  growth during the
period and management's assessment of the inherent risk in lending.

                                      - 9 -
<PAGE>
Other Income

Other  income  decreased by $7,000 or 3.8% during the nine months ended June 30,
1997, as compared to the nine months ended June 30, 1996.  This decrease was due
to the Company's sale of  investments in the prior period with no  corresponding
sales in the  current  nine month  period  ending  June 30,  1997,  offset by an
increase in gain on sale of loans. The Company,  as discussed  above,  sold $8.2
million of  adjustable-rate  loans to a third party during the first  quarter of
the fiscal year  generating  a gain of  approximately  $72,000.  The Company has
continued  to  sell  loans  in the  secondary  market  as  consumer  demand  for
fixed-rate loans has continued.

General, Administrative and Other Expenses

General,  administrative and other expenses increased by $90,000 or 12.9% during
the nine  months  ended June 30,  1997,  as compared to the same period in 1996.
This  increase  was  due  primarily  to an  increase  of  $60,000  or  19.2%  in
compensation  and benefits and a $36,000  increase in other operating  expenses.
The increase in  compensation  and benefits  related  directly to the  Company's
mortgage loan origination  office.  The increase in other operating expenses was
due to higher  professional  service  fees in  connection  with  securities  and
regulatory filings.

Federal Income Taxes

The provision for federal income taxes increased  $16,000 during the nine months
ended June 30,  1997,  as compared to the same period in 1996.  The  increase in
federal  income taxes was due to the higher level of taxable  income  during the
current  period.  The Company's  effective tax rates amounted to 29.7% and 24.8%
during the nine months ended June 30, 1997 and 1996, respectively.

Comparison  of  Operating  Results for the Three  Months Ended June 30, 1997 and
1996

General

Net income for the three months ended June 30, 1997 totaled $36,000,  a decrease
of $4,000  from the  $40,000 in net income for the three  months  ended June 30,
1996.  The decrease  was due  primarily to a decrease in other income of $26,000
and an increase in general,  administrative and other expenses of $18,000, which
was  partially  offset by a decrease in the provision for income taxes of $2,000
and higher net interest income of $34,000.

Net Interest Income

Interest  income on loans for the three  months ended June 30, 1997 was $672,000
which  represented  a decrease  of $7,000 or 1.0% as compared to the three month
period ended June 30, 1996.  The Company's  balance of average loans for the two
periods was relatively the same, and the flat interest rate environment  allowed
for the relatively comparable income amounts. Interest income on mortgage-backed
securities  increased  $8,000 due to a higher  level of average  mortgage-backed
securities  during the period from $7.0  million for the three months ended June
30, 1996,  to $7.5  million for the three  months ended June 30, 1997.  Interest
income on  investment  securities  and interest  bearing  deposits have remained
stable between the two periods.


                                     - 10 -
<PAGE>
Interest  expense on deposits  totaled  $564,000 for the three months ended June
30,  1997,  a decrease of $44,000 or 7.2% as compared to the three  months ended
June 30, 1996.  The decrease was due primarily to the lower  average  balance on
deposits  and the  change  in the mix from  certificates  of  deposit  to demand
accounts  which offer lower rates.  The Company had recently  offered new demand
deposit  accounts which have resulted in an increase in such accounts.  Interest
expense on FHLB  advances  totaled  $32,000 for the three  months ended June 30,
1997,  an increase of $11,000 over the same period for 1996.  This  increase was
due to higher  level of  advances  period to period.  The  Company has used FHLB
advances to fund loan growth.

As a result of the above changes in interest  income and interest  expense,  net
interest  income  increased  $34,000 or 14.7% during the three months ended June
30, 1997, as compared to the three months ended June 30, 1996.

Provision for Losses on Loans

The Company had no provision for losses on loans for the three months ended June
30, 1997,  as compared to $4,000 for the three  months ended June 30, 1996.  The
provision for losses on loans is based on the loan portfolio characteristics and
the inherent risk in lending.

Other Income

Other income  decreased by $26,000  during the three months ended June 30, 1997,
as compared to the same period in 1996.  This  decrease was due to a decrease in
gains on sales of mortgage loans. The Company's secondary market activities have
decreased  during the current  period  versus the prior  period,  primarily as a
result of the current interest rate environment and consumer demand.

General, Administrative and Other Expenses

General,  administrative  and other  expenses  increased  by  $18,000 or 7.8% to
$248,000 for the three month period ended June 30, 1997, as compared to $230,000
for the three month period ended June 30, 1996.  The increase was due  primarily
to a $15,000  increase  in  compensation  and  benefits  due to higher  salaries
relating to the Company's loan  origination  office,  increased health insurance
costs and the  compensation  expense for the Company's  employee stock ownership
plan.  The increase was also due to an increase in other expenses to $73,000 for
the three  months  ended June 30,  1997,  as  compared  to $66,000 for the three
months ended June 30, 1997, an increase of $7,000 or 10.6%. The increase was due
to  higher  professional   service  fees  relating  to  various  securities  and
regulatory  filings.  The  increase was  partially  offset by a decrease in FDIC
insurance  premiums  of $15,000 to $10,000 for the three  months  ended June 30,
1997,  as compared to $25,000 for the three months  ended June 30, 1996,  due to
the reduction in insurance rates after the SAIF recapitalization.

Federal Income Taxes

The  provision  for federal  income taxes  decreased by $2,000  during the three
months  ended  June 30,  1997,  as  compared  to the same  period  in 1996,  due
primarily to a decrease in income before taxes of $6,000.


                                     - 11 -
<PAGE>
                              KENWOOD BANCORP, INC.

                                     PART II



ITEM 1.       Legal Proceedings

              Not applicable


ITEM 2.       Changes in Securities

              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

              Not applicable


ITEM 6.       Exhibits and Reports on Form 8-K

               Not applicable




                                     - 12 -
<PAGE>
                                   SIGNATURES



In accordance with the requirements of the Securities  Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.






Date: August 11, 1997                          By:   /s/ THOMAS W. BURNS
                                                     -------------------
                                                     Thomas W. Burns
                                                     Executive Vice President,
                                                     Chief Executive Officer and
                                                     Chief Financial Officer


<TABLE> <S> <C>

<ARTICLE> 9
<MULTIPLIER>   1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                             750
<INT-BEARING-DEPOSITS>                           1,093
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                      7,712
<INVESTMENTS-CARRYING>                           3,054
<INVESTMENTS-MARKET>                             3,047
<LOANS>                                         35,730
<ALLOWANCE>                                         95
<TOTAL-ASSETS>                                  49,044
<DEPOSITS>                                      40,511
<SHORT-TERM>                                     3,763
<LIABILITIES-OTHER>                                449
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                             3
<OTHER-SE>                                       4,318
<TOTAL-LIABILITIES-AND-EQUITY>                  49,044
<INTEREST-LOAN>                                  1,999
<INTEREST-INVEST>                                  464
<INTEREST-OTHER>                                   101
<INTEREST-TOTAL>                                 2,564
<INTEREST-DEPOSIT>                               1,717
<INTEREST-EXPENSE>                               1,798
<INTEREST-INCOME-NET>                              766
<LOAN-LOSSES>                                        0
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                    785
<INCOME-PRETAX>                                    158
<INCOME-PRE-EXTRAORDINARY>                         158
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       111
<EPS-PRIMARY>                                      .39
<EPS-DILUTED>                                      .39
<YIELD-ACTUAL>                                    2.19
<LOANS-NON>                                         77
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                    95
<CHARGE-OFFS>                                        0
<RECOVERIES>                                         0
<ALLOWANCE-CLOSE>                                   95
<ALLOWANCE-DOMESTIC>                                95
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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