VERMILION BANCORP INC
10QSB, 1999-02-01
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                            UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549

                             FORM 10-QSB

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

  For the quarterly period ended December 31, 1998

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

 For the transition period from ________ to ________.

                   Commission file number: 000-22257

                         Vermilion Bancorp, Inc.
- ----------------------------------------------------------------------
     (Exact name of small business issuer as specified in its charter)


              Delaware                    37-1363755
- ---------------------------------   -----------------------------
(State or other jurisdiction of      (IRS Employer Identification 
 incorporation or organization)                  Number)


        714 North Vermilion Street, Danville, Illinois 61832
- -----------------------------------------------------------------
         (Address of principal executive offices)


                       (217) 442-0270
- -----------------------------------------------------------------
                   (Issuer's telephone number)

     Check whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                       Yes  X  No __
                           ---
                     
     371,358 shares of the registrant's common stock, par value
$0.01 per share, were outstanding at January 28, 1999.


Transitional Small Business Disclosure Format (check one)

                       Yes ___ NO  X
                                  ---


<PAGE>


                       VERMILION BANCORP, INC.
                          TABLE OF CONTENTS

Part 1.             Financial Information

     Item 1.     Financial Statements

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

Part 2.          Other Information

     Item 1.     Legal Proceedings

     Item 2.     Changes in Securities and Use of Proceeds

     Item 3.     Defaults Upon Senior Securities

     Item 4.     Submission of Matters to a Vote of Security
                 Holders
     
     Item 5.     Other Information
     
     Item 6.     Exhibits and Reports on Form 8-K

     Signatures

<PAGE>

Part 1. FINANCIAL INFORMATION

  ITEM 1. FINANCIAL STATEMENTS


                                                                        
                    VERMILION BANCORP, INC. AND SUBSIDIARY              
                          CONSOLIDATED BALANCE SHEET              
                             
                                  (UNAUDITED)              
                                                                        
                                                                        
                                                        DEC. 31       SEP. 30
                                                          1998          1998
                                                        _______       _______
 Assets              
        Cash and due from banks                       $    84,001   $    53,430
        Interest-bearing demand deposits                2,734,145     1,688,212
                                                                        
               Cash and cash equivalents                2,818,146     1,741,642
                                                                        
        Interest-bearing time deposits                     20,000        20,000
                                                                        
        Investment securities:              
           Available for sale                           1,774,033     2,784,515
           Held to maturity                             2,105,499     2,312,447
                                                                        
               Total investment securities              3,879,532     5,096,962
                                                                        
        Loans                                          35,630,446    34,380,142
        Allowance for loan losses                        (155,215)     (154,199)
                                                                        
               Net loans                               35,475,231    34,225,943
                                                                        
        Premises and equipment                          1,503,965     1,356,263
                                                                        
        Federal Home Loan Bank stock                      320,000       350,000
                                                                        
        Other Assets                                      312,051       425,628
                                                                        
               Total assets                           $44,328,925   $43,216,438
                                                                        
     Liabilities              
        Deposits:              
           Noninterest-bearing                        $   838,919   $   669,725
           Interest-bearing                            30,527,275    29,374,750
                                                                        
               Total deposits                          31,366,194    30,044,475
                                                                        
        Federal Home Loan Bank borrowings               6,400,000     6,400,000
                                                                        
        Other liabilities                                 187,121       450,681
                                                                        
               Total liabilities                       37,953,315    36,895,156
                                                                        
     Stockholders' Equity              
        Preferred stock, $0.01 par value              
           Authorized and unissued-400,000 shares               0             0
        Common stock, $0.01par value              
           Authorized- 1,600,000 shares              
           Issued- 396,750              
           Outstanding- 368,537 and 367,479 shares         3,968         3,968
        Paid-in-capital                                 3,626,802     3,627,258
        Retained earnings                               2,909,241     2,866,968
        Management retention plan payable                  66,573        56,587
        Accumulated comprehensive income                   19,416        24,826
        Less:
        Unearned employee stock ownership plan shares    (250,390)     (258,325)
                                                                        
               Total stockholders' equity               6,375,610     6,321,282
                                                                        
               Total liabilities and 
                                stockholders' equity  $44,328,925   $43,216,438
                                                                        

   See notes to unaudited consolidated financial statements.              
                                                                        

<PAGE>                                                                        
                                                                        
                       VERMILION BANCORP, INC. AND SUBSIDIARY              
                          CONSOLIDATED STATEMENT OF INCOME              
          
                                    (UNAUDITED)              
                                                             Three Months Ended
                                                               December 31,
                                                             ------------------
                                                               1998      1997  
                                                               ____      ____  
     Interest Income              
        Loans receivable                                     $718,908  $616,683 
        Investment securities                                  74,595    97,880 
        Deposits with financial Institutions                   28,699    10,355 
                                                                        
               Total interest income                          822,202   724,918 
                                                                        
     Interest Expense              
        Deposits                                              400,658   392,725 
        Federal Home Loan Bank Borrowings                      84,093    37,777
                                                                        
               Total interest expense                         484,751   430,502 
                                                                        
     Net Interest Income                                      337,451   294,416 
                                                                        
        Provision for losses on loans                          15,000    10,000 
                                                                        
     Net Interest Income After Provision for Losses on Loans  322,451   284,416 
                                                                        
     Noninterest Income              
        Loan Fees                                              14,731     7,784
        Other Income                                            6,315     4,165 
                                                                        
               Total noninterest income                        21,046    11,949
                                                                        
     Noninterest Expense              
        Salaries and employee benefits                        107,016    88,652
        Net occupancy expenses                                 25,822    25,510
        Data processing fees                                   10,877    14,198 
        Deposit Insurance Expense                               4,283     4,604 
        Printing and office supplies                            9,576     2,252 
        Legal and professional fees                            58,124    42,224 
        Advertising and promotion                               7,350     2,887
        Director and committee fees                            12,000     8,750
        Other expenses                                         44,676    23,582 
                                                                        
               Total noninterest expense                      279,724   212,659 
                                                                        
     Income Before Income Tax                                  63,773    83,707 
                                                                        
        Income tax expense                                     21,500    16,500 
                                                                        
     Net Income                                              $ 42,273  $ 67,207 
                                                                        
                                                                        
     Earnings Per Share                 
         Basic 
           Net Income                                           $0.11     $0.18
           Average Number of Shares                           371,103   368,169
         Diluted
           Net Income                                           $0.11     $0.18
           Average Number of Shares                           374,658   368,169

                                                                              
See notes to unaudited consolidated financial statements.              
                                                                        
<PAGE>                                                                        
                                                                        
                                                                      
                     VERMILION BANCORP, INC. AND SUBSIDIARY              
                      CONSOLIDATED STATEMENT OF CASH FLOWS              
      
                                    (UNAUDITED)              
                                                            Three Months Ended  
                                                               December 31,
                                                            ------------------
                                                               1998       1997
                                                               ----       ----
     Operating Activities              
        Net Income                                          $ 42,273   $ 67,207 
        Adjustments to reconcile net income to net              
        cash provided (used) by operating activities:              
        Provision for loan losses                             15,000     10,000 
        Investment securities amortization (accretion), net     (304)    (4,605)
        Depreciation                                           9,237      9,237
        Compensation expense related to ESOP & MRP            17,465     14,814 
        Net change in:              
           Other assets                                      113,577    (72,379)
           Other liabilities                                (258,088)   (18,079)
                                                                     
    Net cash provided (used) by operating activities         (60,840)     6,195
                                                                        
     Investing Activities              
        Proceeds from maturities and principal payments of              
        securities available for sale                      1,010,482     10,164 
        Proceeds from maturities and principal payments of              
        securities held to maturity                          196,370    105,502 
        Net change in loans                               (1,264,288)  (645,016)
        Purchase of premises and equipment                  (156,939)   (83,574)
        Purchase of Federal Home Loan Bank stock              30,000          0
                                                                        
               Net cash provided by investing activities    (184,375)  (612,924)
                                                                        
     Financing Activities              
        Net change in deposits                             1,321,719    109,309 
        Proceeds of Federal Home Loan Bank borrowings              0    500,000 
                                                                                
               Net cash provided by financing activities   1,321,719    609,309 
                                                                        
     Net Change in Cash and Cash Equivalents               1,076,504      2,580
                                                                        
     Cash and Cash Equivalents, Beginning of Period        1,741,642  1,137,897
                                                                        
     Cash and Cash Equivalents, End of Period             $2,818,146 $1,140,477 
                                                                        
     Additional Cash Flows Information              
        Interest paid                                       $484,167   $437,494
        Income tax paid                                     $125,931    $30,000
 

                                                                       
 See notes to unaudited consolidated financial statements.              
                                                                        

     Vermilion Bancorp Inc. and Subsidiary
Consolidated Statement of Comprehensive Income

                                                    Three Months Ended
                                                       December 31

                                                     1998        1997
Net Income                                         $42,273     $67,207
Other Comprehensive income, net of tax:
    Unrealized gain(loss) on Securities
     available for sale:
      Unrealized holding gains(loss) arising
       during the period, net of 
        income tax (8,075) and (7,491)              (5,410)      5,019
      Less: Reclassification adjustment
       for gains included in net income,
        net of income tax                                0           0

Comprehensive Income                               $36,863     $72,226

<PAGE>


     VERMILION BANCORP, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.   BACKGROUND INFORMATION

   Vermilion Bancorp,  Inc.  (the "Company") was incorporated in November 1996
and on March 25, 1997 acquired all of the outstanding shares of common stock 
of American Savings Bank of Danville (the "Bank") upon the Bank's conversion 
from a state chartered mutual savings bank to a state chartered stock savings
bank.  The Company purchased 100% of the outstanding capital stock of the Bank
using 75% of the net proceeds from the Company's initial stock offering, which
was completed on March 25, 1997. The Company sold 396,750 shares of common 
stock in the initial offering at $10 per share, including 31,740 shares 
purchased by the Bank's Employee Stock Ownership Plan ("ESOP").  The ESOP 
shares were acquired by the Bank with proceeds from a Company loan totaling 
$317,400. The net proceeds of the offering totaled $3,632,522: $3,967,500 less 
$334,978 in underwriting commissions and other expenses.
        The acquisition of the Bank by the Company is being accounted for as a
"pooling-of-interests" under generally accepted accounting principles.  The 
application of the pooling-of-interests method records the assets and 
liabilities of the merged companies on a historical cost basis with no goodwill
or other intangible assets being recorded.
   
2.   STATEMENT OF INFORMATION FURNISHED

   The accompanying unaudited consolidated financial statements have been 
prepared in accordance with Form 10-QSB instructions and Item 310 (b) of 
Regulation S-B, and in the opinion of management contains all adjustments 
necessary to present fairly the financial position as of December 31, 1998 and 
September 30, 1998, the results of operations for the three months ended 
December 31, 1998 and 1997, and the cash flows for the three months ended 
December 31, 1998 and 1997.  All adjustments to the financial statements were 
normal and recurring in nature.  These results have been determined on the 
basis of generally accepted accounting principles.  The results of operations
for the three months ended December 31, 1998 are not necessarily indicative of 
the results to be expected for the entire fiscal year.
   
        The consolidated financial statements are those of the Company and the 
Bank.  These consolidated financial statements should be read in conjunction 
with the audited financial statements and notes thereto dated October 20, 1998
included in the Company's 1998 Annual Report to Shareholders.
   
3.   EARNINGS PER SHARE


   Basic earnings per share have been computed based upon the weighted average 
common shares outstanding for the three months ended December 31, 1998 and 1997.
Diluted earnings per share reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock that then shared
in the earnings of the company.   
   
   PART 1.  FINANCIAL INFORMATION
      ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
      FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   
   Vermilion Bancorp, Inc. (the "Company") is the holding company for American 
Savings Bank of Danville (the "Bank"). The Bank operates a wholly owned 
subsidiary, GBW Service Corporation, which services contract sales of real 
estate.  

   
        FINANCIAL CONDITION
   
        Total assets increased $1.1 million from September 30, 1998 to December
31, 1998 or 2.6%.  This increase was primarily funded by increases in total 
deposits.
   
        Cash and cash equivalents increased $1.1 million or 61.8% from September
30, 1998 to December 31, 1998. This was a result of proceeds from maturing 
investment securities being reinvested in interest bearing deposits because of 
favorable rates.        

        Investment securities decreased $1.2 million 23.9% due to the maturities
and paydowns of investment securities. The company did not purchase any
investment securities from September 30, 1998 to December 31, 1998.
   
        The $1.2 million increase in net loans from September 30, 1998 to 
December 31, 1998 was the result of an increase of $1.1 million or 3.8% in
one-to-four family residential mortgage loans, an increase of $454,000
or 45.5% in commercial loans offset by a decrease of $142,000 or 7.2%
in consumer loans and a decrease of $121,000 or 24.6% in construction loans.
   
        Premises and equipment increased $148,000 or 10.9% from September 30,
1998 to December 31, 1998. The increase reflects the final payment on the new 
branch facility.

        FHLB stock declined $30,000 or 8.6% from September 30, 1998 to December
31, 1998. This is the result of a lower requirement by the FHLB due to the
decrease in FHLB borrowings which occured during the quarter ended December 31,
1998. FHLB borrowings decreased $600,000 in July, 1998.

        Other assets decreased $114,000 or 26.7% from September 30, 1998 to
December 31, 1998. The decrease is primarily the result of the disposal of 
repossessed collateral.        

        The $1.3 million increase in total deposits or 4.4% was mainly 
attributable to the activities of the new branch facility.
   
	       Other liabilities decreased $264,000 or 58.5% for the period. This was
primarily the result of a decrease in expenses payable.
   
        Total stockholders' equity increased $54,000 from September 30, 
1998 to December 31, 1998, the increase summarized as follows:
   
   
   Stockholders' equity, September 30, 1998..........................$6,321,282
   Net income........................................................    42,273
   Change in unrealized gain/(loss) on securities Available for sale.    (5,410)
   ESOP shares allocated.............................................     7,479
   Management retention plan compensation ...........................     9,986
                                                                     ----------
   Stockholders' equity, December 31,1998............................$6,375,610
                                                                     ----------
                                                                     ----------
   
   
   RESULTS OF OPERATIONS
   
   THREE MONTH COMPARISON
   
        Net income was $42,273 for the three months ended December 31, 1998 
compared to $67,207 for the three months ended December 31, 1997.  
   
        Net interest income after the provision for losses on loans increased 
$38,000 in the three months ended December 31, 1998 compared to the same 
period in 1997.  Total interest income increased $97,000 or 13.4% from $725,000 
for the three months ended December 31, 1997 to $822,000 for the
same period in 1998.  The increase was primarily attributable to a $102,000
increase in interest income from loan receivables which increased from 
$617,000 for the three months ended December 31, 1997 to $719,000 for the 
same period in 1998. Total interest expense increased $54,000 or 12.6% from 
$431,000 to $485,000 for the comparable period in 1998. This increase was 
attributable to a $46,000 increase in interest expense on FHLB borrowings from 
the quarter ended December 31, 1997 compared to the same quarter in 1998.  This
increase is attributable to a higher level of the average FHLB borrowings
outstanding. Average outstanding borrowings for the quarter ended December 31,
1998 were $3.7 million higher than for the same period in 1997. Interest expense
on deposits increased $8,000 related to the increase in average deposits for
the quarter ended December 31, 1998 as compared to the same period in 1997.
        The provision for loan losses was $15,000 for the three months 
ended December 31, 1998 compared to $10,000 for the same period in 1997. The 
provision corresponds with the growth in the loan portfolio.  While 
management of the Bank believes that the allowance for loan losses is 
sufficient based on information currently available, no assurances can be made
that future events or conditions or regulatory directives will not result in 
increased provisions for loan losses or additions to the Bank's allowance for 
loan losses which may adversely affect net income.
   
     Non-interest income increased $9,000 or 76.1% for the three month period
ended December 31, 1998 compared to the same period of 1997, due primarily to 
an increase in miscellaneous fees.     

     Total noninterest expense increased $67,000 or 31.5% for the 
three months ended December 31, 1998 compared to the same period of 1997, due 
primarily to an increase of $21,000 in other expenses, an increase of $18,000
in salaries and employee benefits, an increase of $16,000 in legal and 
professional fees and an increase of $7,000 in printing and office supplies.
   
        Total income tax expense was $22,000 for the three months ended 
December 31, 1998 compared to $17,000 for the same period in 1997.  
The change was due primarily to an increse in the effective tax rate. The 
effective tax rate was 33.7% for the 1998 quarter as compared to 19.1% for 
the 1997 quarter.
   
   
   
   LIQUIDITY AND CAPITAL RESOURCES
   
        The Bank's primary sources of funds are deposits, principal and 
interest payments on loans and FHLB advances. While maturities and scheduled 
amortization of loans are predictable sources of funds, deposit flows and 
mortgage prepayments are greatly influenced by general interest rates, 
economic conditions, and competition.  The Company's initial stock offering,
which was completed on March 25, 1997, contributed substantially to the 
Company's overall liquidity levels.  The Federal Deposit Insurance Corporation
("FDIC"), the Bank's primary Federal regulator, requires the Bank to maintain 
adequate levels of liquid assets.  The Bank's liquidity ratios were 17.1% and
18.2% at December 31, 1998 and September 30, 1998, respectively.
   
        A review of the Consolidated Statements of Cash Flows included in the 
accompanying financial statements shows that the Company's cash and cash 
equivalents ("cash") increased 1.1 million from September 30, 1998 to December
31, 1998. Cash was primarily provided by maturing investment securities and an
increase in total deposits. Cash was primarily used to fund loans. 
   
        As, of December 31, 1998, the Bank had outstanding commitments 
(including undisbursed loan proceeds) of $1.0 million.  The Bank anticipates 
that it will have sufficient funds available to meet its current loan 
origination commitments.  Certificates of deposit which are scheduled to 
mature in one year or less from December 31, 1998 totaled $15.6 million.  
Based upon the Bank's experience, management believes that a significant 
portion of such deposits will remain with the Bank.
   
        The FDIC capital regulations require savings institutions to meet 
three capital standards:  a tier 1 leveraged capital requirement; a tier one 
risk-based capital requirement, and a total risked based capital requirement.
As of December 31, 1998, the Bank's capital percentages were: tier 1 leveraged 
capital, 12.08%; tier 1 risked based capital, 21.92%, and for total risk-
based capital, 22.56% all of which significantly exceeded the regulatory 
requirements for each category.
   
     In addition to historical information, forward-looking statements are
contained herein that are subject to risks and uncertainties that could cause
actual results to differ materially from those reflected in the forward-looking
statements.  Factors that could cause future results to vary from current
expectations, include, but are not limited to, the impact of economic 
conditions(both generally and more specifically in the markets in which the
Company operates), the impact of competition for the Company's customers from
other providers of financial services, the impact of government legislation 
and regulation (which changes from time to time and over which the Company has
no control), and other risks detailed in this Form 10-QSB and in the Company's 
other Securities and Exchange Commission ("SEC") filings.  Readers are 
cautioned not to place undue reliance on these forward-looking statements, 
which reflect management's analysis only as of the date hereof.  The Company 
undertakes no obligation to publicly revise these forward-looking statements, 
to reflect events or circumstances that arise after the date hereof.  Readers
should carefully review the risk factors described in other documents the 
Company files from time to time with the SEC.   


Recent Accounting Announcements

     In June, 1998, the SFSB issued SFAS No. 133, "Accounting for Derivative 
Instruments and Hedging Activities", which establishes accounting and reporting
standards for derivative instruments. It requires that an entity recognize all
derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. This statement is 
effective for all periods after June 15, 1999. The Company will adopt 
Standard 133 during fiscal year 2000 and does not anticipate any material 
impact to its financial statements.


Year 2000 Compliance

   	The Year 2000 compliance issue exists because many computer systems and
applications currently use two digit fields to designate a year.  As the 
century date change occurs, date sensitive systems may either fail or not
operate properly unless the underlying programs are modified or replaced.
	   The Bank's lending and deposit activities, like those of most financial
institutions, depend significantly upon computer systems to process and 
record transactions.  The Company is aware of the potential Year 2000 
problems that may affect the operating systems that control our computers as 
well as those of our third-party data service providers that maintain many of 
our records.  In 1997, the Bank began the process of identifying Year 2000
related problems that may affect the Bank's computer systems. A task force of 
Bank officers was established to address the issues related to these problems.
Outside consultants have and will be utilized when required to complete
this project.
	   The task force analyzed the Bank's operations and both identified those 
functions that would be affected by Year 2000 issues and determined which of 
these functions were mission critical (i.e. vital to the day-to-day operations
of the Bank).  A time table was established for completion of the various 
sections of the project.
	   The Bank is working with the companies that supply or service the Bank's 
computer systems that rely on computers to identify and remedy any Year 2000
related systems.  The Board of Directors is monitoring the Bank's progress
in addressing Year 2000 issues.
	   The Bank's contract with its data service provider ends in October, 1999.
The Bank has analyzed the various factors involved and has made the decision
to transfer to a new data processor.  This has delayed the Bank's ability
to test this area for Year 2000 compliance. Pending the completion of 
contract negotiation with the new data service provider, the Bank should begin 
testing on the new system by the end of March, 1999.
	   Inventory and testing of the Bank's computer equipment is complete. No 
new equipment purchases are anticipated because of the Year 2000 issue.
	   The direct expense to date (other than officer's salaries involved in
the project) have been less than $10,000.
	   Although the Company believes it is taking the necessary steps to 
address the Year 2000 compliance issue, no assurances can be given that some
problems will not occur or that we will not incur significant additional 
expenses in future periods.  In the event that the Bank incurs substantial
expenses to make the Bank's current systems, programs and equipment Year 
2000 compliant, the Company's net income, and financial condition could be
adversely affected.
	   Because the Bank's loan portfolio to individual borrowers is
diversified and its market area does not depend significantly upon one 
employer or industry, the Bank does not expect any Year 2000 related
difficulties to significantly affect the Company's net earnings or cash
flow.
	   The Bank is developing a contingency plan to deal with Year 2000
related issues.  This program will provide for dealing with situations
that might occur that are both related to the Bank's operations (e.g.
computer systems or equipment, liquidity) and those beyond the Bank's
control (e,g. power failure, phone/communication line failure).  The 
plan will include methods to deal with these situations and continue
to service the Bank's customers despite Year 2000 problems arising.
The Bank has established June 30, 1999 as the deadline for completion 
of this plan.   
   

   

PART 2.  OTHER INFORMATION
   
   Item 1.  Legal Proceedings
   
   Information regarding legal proceedings is presented in the Form 10-KSB40/A,
Notes to the Consolidated Financial Statements of Vermilion Bancorp, Inc.,
filed January 12, 1999. Management believes that there have been no material
developments in legal proceedings.
   
   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
   
            Not applicable.
   
   Item 6.  Exhibits and Reports on Form 8-K
   
            a.   Exhibits
                The following exhibits are filed as part of this
                report:
                
                3.1 Certificate of Incorporation of Vermilion
                Bancorp, Inc.*
                
                3.2 By-laws of Vermilion Bancorp, Inc.*
                
                11.0 Computation of earnings per share
                
                27.0 Financial Data Sheet
                

     _____________________________
     
     * Incorporated herein by reference into this document from Form SB-2.
     * Registration Statement, as amended, filed on March 28, 1997
       Registration No. 333-17227.

    

            b.   Reports on Form 8-K

                   None



SIGNATURES

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


Dated:     January 28, 1999         /s/   Merrill G. Norton
                                    Merrill G. Norton
                                    President and Chief 
                                    Executive Officer
                                                       


Dated:     January 28, 1999         /s/  Terry L. Stal
                                    Terry L. Stal
                                    Chief Financial Officer


11.0 COMPUTATION OF EARNINGS PER SHARE


Statement Regarding Computation of Earnings Per Share 

                                                Three Months Ended 
                                                 December 31, 1998
                                                    (unaudited)
                                         
                                                      Weighted
                                                      Average      Per-Share
                                            Income     Shares       Amount

Basic earnings Per Share
  Income available to common shareholders $ 42,273     371,103      $0.11
Effect of Dilutive Securities
  MRP                                                    3,555

Diluted Earnings per Share

  Income available to common shareholders 
    and assumed conversions               $ 42,273     374,658      $0.11


                                                   Three Months Ended
                                                   December 31, 1997

                                                       Weigted
                                                       Average     Per-Share
                                            Income     Shares       Amount

Basic Earnings Per Share
  Income available to common Shareholders $ 67,207     368,169       $0.18
Effect of Dilutive Securities
  MRP                                                        0

Duluted Earnings Per Share
  Income available to common Shareholders
    and assumed conversions               $67,207      368,169       $0.18





<TABLE> <S> <C>

<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          SEP-30-1999
<PERIOD-START>                             OCT-01-1998
<PERIOD-END>                               DEC-31-1998
<CASH>                                          84,001
<INT-BEARING-DEPOSITS>                       2,734,145
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                  1,774,033
<INVESTMENTS-CARRYING>                       2,105,499
<INVESTMENTS-MARKET>                         2,142,073
<LOANS>                                     35,630,446
<ALLOWANCE>                                    155,215
<TOTAL-ASSETS>                              44,328,925
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