GREAT SOUTHERN BANCORP INC
10-Q, 1996-11-14
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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<PAGE>   1
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                           UNITED STATES
                  SECURITIES & EXCHANGE COMMISSION
                       Washington, D.C.  20549
                        --------------------
                             FORM 10-Q

   /X/  Quarterly Report Under Section 13 or 15(d) of the Securities
        Exchange Act of 1934

        For the Quarterly Period ended September 30, 1996, 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 0-18082
                      --------------------------

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

                                DELAWARE
   (State or other jurisdiction of incorporation or organization)

                               43-1524856
                   (IRS Employer Identification Number)

                         1451 E. BATTLEFIELD
                        SPRINGFIELD, MISSOURI
                (Address of principal executive offices)

                                65804
                              (Zip Code)

                            (417) 887-4400
           (Registrant's telephone number, including area code)

   Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months (or for such shorter 
period that the registrant was required to file such reports), and (2) 
has been subject to such filing requirements for the past 90  days.
                    Yes  /X/  No  

    The number of shares outstanding of each of the registrant's classes 
of common stock: 8,357,492 shares of common stock, par value $.01, 
outstanding at November 7, 1996
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<PAGE>   2
PART I   FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS.
              GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                             (Unaudited)
<TABLE>
<CAPTION>
                                                                            September 30,    June 30,
                                                                                1996           1996
                                                                            ------------   ------------
<S>                                                                         <C>            <C>
                           ASSETS
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  5,942,170   $  6,661,290
Interest-bearing deposits in other financial institutions. . . . . . . . .    12,491,978     22,953,737
                                                                             -----------    -----------
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . .    18,434,148     29,615,027
Available for sale securities. . . . . . . . . . . . . . . . . . . . . . .     4,937,039      4,655,816
Held to maturity securities (fair value $49,293,000 - September 1996;
  $49,291,000 - June 1996) . . . . . . . . . . . . . . . . . . . . . . . .    49,217,274     49,182,323
Loans receivable, net. . . . . . . . . . . . . . . . . . . . . . . . . . .   552,765,015    546,759,467
Foreclosed assets held for sale, net . . . . . . . . . . . . . . . . . . .     5,293,595      9,861,556
Premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . .     6,592,776      6,686,954
Accrued interest receivable
  Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3,944,685      4,289,192
  Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       919,560      1,067,230
Investment in FHLBank Stock. . . . . . . . . . . . . . . . . . . . . . . .    10,022,800     10,022,800
Prepaid expenses and other assets. . . . . . . . . . . . . . . . . . . . .     2,513,673      1,774,439
Excess of cost over fair value of net assets acquired. . . . . . . . . . .         5,000      1,101,961
Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . .     3,013,567      3,088,540
                                                                            ------------   ------------
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $657,659,132   $668,105,305
                                                                            ============   ============

            LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $382,458,878   $397,054,516
Federal Home Loan Bank advances. . . . . . . . . . . . . . . . . . . . . .   178,597,750    180,797,043
Short-term borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . .    19,421,096     16,467,825
Advances from borrowers for taxes and insurance. . . . . . . . . . . . . .     3,398,512      2,659,427
Accounts payable and accrued expenses. . . . . . . . . . . . . . . . . . .     5,508,705      2,431,507
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,721,099        887,418
                                                                            ------------   ------------
   Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .   591,106,040    600,297,736
                                                                            ------------   ------------
Capital stock
  Serial preferred stock, $.01 par value; authorized 1,000,000 shares
  Common stock, $.01 par value; authorized 10,000,000 shares,
    issued 6,162,501 shares. . . . . . . . . . . . . . . . . . . . . . . .        61,625         61,625
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . .    16,834,507     16,834,507
Retained earnings (substantially restricted) . . . . . . . . . . . . . . .    67,666,638     67,917,888
Unrealized appreciation on available-for-sale securities, net of 
  income taxes of $186,433 - September 1996 and $61,460 - June 1996. . . .       291,600         96,129
Treasury stock, at cost; 1,797,449 shares - September 1996;
  1,756,453 shares - June 1996 . . . . . . . . . . . . . . . . . . . . . .   (18,301,278)   (17,102,580)
                                                                            ------------   ------------
   Total Stockholders' Equity. . . . . . . . . . . . . . . . . . . . . . .    66,553,092     67,807,569
                                                                            ------------   ------------
      Total Liabilities and Stockholders' Equity . . . . . . . . . . . . .  $657,659,132   $668,105,305
                                                                            ============   ============
<FN>
See Notes to Consolidated Financial Statements
</TABLE>




<PAGE>   3
             GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF INCOME
                              (Unaudited)
<TABLE>
<CAPTION>
                                                 THREE MONTHS ENDED
                                                    SEPTEMBER 30,      
                                                 1996           1995   
                                             -----------    -----------
<S>                                          <C>            <C>
INTEREST INCOME
  Loans                                      $12,624,995    $12,240,639
  Investment Securities                        1,009,441        925,041
  Other                                           70,955         52,966
                                              ----------     ----------
    TOTAL INTEREST INCOME                     13,705,391     13,218,646
                                              ----------     ----------
INTEREST EXPENSE
  Deposits                                     4,203,351      4,278,824
  FHLBank advances                             2,662,821      2,519,093
  Short-term borrowings                          145,023        130,223
                                              ----------     ----------
    TOTAL INTEREST EXPENSE                     7,011,195      6,928,140
                                              ----------     ----------
NET INTEREST INCOME                            6,694,196      6,290,506
PROVISION FOR LOAN LOSSES                        410,593        324,080
                                              ----------    -----------
NET INTEREST INCOME AFTER
  PROVISION FOR LOAN LOSSES                    6,283,603      5,966,426
                                              ----------     ----------
NONINTEREST INCOME
  Commissions                                  1,183,208      1,080,646
  Service charge fees                            610,151        607,381
  Net realized gains on sales of loans and
    available-for-sale securities                265,113        733,377
  Income (expense) on foreclosed assets          328,011        (22,999)
  Other income                                   334,088        343,368
                                              ----------     ----------
    TOTAL NONINTEREST INCOME                   2,720,571      2,741,773
                                              ----------     ----------
NONINTEREST EXPENSE
  Salaries and employee benefits               2,361,941      2,045,733
  Net occupancy expense                          561,863        550,491
  Postage                                        145,572        148,289
  Insurance                                    2,814,738        315,001
  Amortization of goodwill                     1,096,961         48,211
  Advertising                                    112,794         82,450
  Office supplies and printing                   127,136         98,469
  Other operating expenses                       504,219        627,567
                                              ----------     ----------
    TOTAL NONINTEREST EXPENSE                  7,725,224      3,916,211
                                              ----------     ----------
INCOME BEFORE INCOME TAXES                     1,278,950      4,791,988
PROVISION FOR INCOME TAXES                       785,653      1,907,400
                                              ----------     ----------
   NET INCOME                                $   493,297    $ 2,884,588
                                              ==========     ==========

EARNINGS PER COMMON SHARE                         $.11           $.62
                                                   ===            ===
<FN>
See Notes to Consolidated Financial Statements
</TABLE>



<PAGE>   4
             GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited)
<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED SEPTEMBER 30,
                                                                       1996            1995
                                                                 --------------  ---------------
<S>                                                               <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income                                                      $    493,297    $  2,884,588
    Items not requiring (providing) cash:
    Depreciation                                                       214,847         241,580
    Amortization                                                     1,096,961          21,195
    Provision for loan losses                                          410,593         324,080
    Provision for losses on foreclosed assets                                0          75,000
    Net realized gains on sale of loans                               (121,145)       (125,789)
    Loss on sale of premises and equipment                                   0          (1,225)
    Gain on sale of foreclosed assets                                 (352,506)        (21,537)
    Amortization of deferred income,
      premiums and discounts                                          (227,854)       (179,373)
    Net realized gains on sale of available-for-sale securities       (143,968)       (607,188)
    Deferred income taxes                                              (50,000)        155,000
  Changes in:
    Accrued interest receivable                                        492,177        (104,527)
    Prepaid expenses and other assets                                 (739,234)         91,525
    Accounts payable and accrued expenses                            3,077,198         360,774
    Income taxes payable                                               833,681       1,232,012
                                                                   -----------     -----------
  Net cash provided by operating activities                          4,984,047       4,346,115
                                                                   -----------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Net increase in loans                                             (1,278,872)     (6,225,133)
  Purchase of premises and equipment                                  (120,669)       (453,764)
  Proceeds from sale of premises and equipment                               0           2,875
  Proceeds from sale of foreclosed assets                              215,044          18,200
  Capitalized costs on foreclosed assets                               (13,462)        (83,686)
  Proceeds from sale of available-for-sale securities                1,002,406       2,217,545
  Proceeds from maturing held-to-maturity securities                 8,801,992          20,916
  Purchase of held-to-maturity securities                           (8,906,328)     (1,502,398)
  Purchase of available-for-sale securities                           (819,217)       (516,488)
                                                                   -----------     -----------
      Net cash used in investing activities                         (1,119,106)     (6,521,933)
                                                                   -----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Net increase (decrease) in certificates of deposit                (8,588,710)      3,212,370
  Net decrease in checking and savings                              (6,006,929)     (2,774,717)
  Proceeds from FHLBank advances                                    71,195,556     104,766,081
  Repayments of FHLBank advances                                   (73,394,849)    (92,366,620)
  Net increase in short-term borrowings                              2,953,272       4,586,027
  Advances from borrowers for taxes and insurance                      739,085         737,365
  Purchase of treasury stock                                        (1,215,973)       (428,269)
  Dividends paid                                                      (744,547)       (787,861)
  Stock options exercised                                               17,275          30,526
                                                                   -----------     -----------
    Net cash provided by (used in ) financing activities           (15,045,820)     16,974,902
                                                                   -----------     -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                   (11,180,879)     14,799,084
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                      29,615,027      17,459,951
                                                                   -----------     -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                          $ 18,434,148    $ 32,259,035
                                                                   ===========     ===========
<FN>

See Notes to Consolidated Financial Statements
</TABLE>
<PAGE>  5
             GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1:  BASIS OF PRESENTATION

   The accompanying unaudited interim consolidated financial 
statements of Great Southern Bancorp, Inc. (the "Company") have been 
prepared in accordance with generally accepted accounting principles 
for interim financial information and with the instructions to Form 
10-Q and Rule 10-01 of Regulation S-X.  Accordingly, they do not 
include all of the information and footnotes required by generally 
accepted accounting principles for complete financial statements.  In 
the opinion of management, all adjustments (consisting only of normal 
recurring accruals) considered necessary for a fair presentation have 
been included.  Operating results for the three months ended September 
30, 1996 and 1995 are not necessarily indicative of the results that 
may be expected for the full year.  For further information, refer to 
the consolidated financial statements and footnotes thereto included 
in the Company's annual report on Form 10-K for the year ended June 
30, 1996.  When necessary, reclassifications have been made to prior 
period balances to conform to current period presentation.  These 
reclassifications had no effect on net income.

   Subsequent to September 30, 1996, the Company declared and 
completed a 2-for-1 stock split effective October 21, 1996 for October 
11, 1996 stockholders of record.  All share information in this 
document are the shares before this subsequent split.


ITEM II.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
AND RESULTS OF OPERATION

  The discussion set forth below, as well as other portions of this 
Form 10-Q, may contain forward-looking comments.  Such comments are 
based upon the information currently available to management of the 
Company and management's perception thereof as of the date of this 
Form 10-Q.  Actual results of the Company's operations could 
materially differ from those forward-looking comments.  The 
differences could be caused by a number of factors or combination of 
factors including, but not limited to, changes in the availability 
and/or cost of capital; changes in demand for banking services; 
changes in the portfolio composition; change in the interest rate 
yield on the Company's investments; changes in management strategy; 
increased competition from both bank and non-bank companies; changes 
in the economic, political or regulatory environments in the United 
States; litigation involving the Company and/or its subsidiaries; and 
changes in the availability of qualified labor.  Readers should take 
these factors into account in evaluating any such forward-looking 
comments.




<PAGE>  6

General

  Parts of management's discussion and analysis in the annual report 
on Form 10-K are not included below.  The following should be read in 
conjunction with management's discussion and analysis in the Company's 
June 30, 1996 Form 10-K.

   The consolidated net income of the Company and more specifically, 
the net income of its primary subsidiary, Great Southern Bank, FSB 
(the "Bank"), is primarily dependent upon the difference or spread 
between the average yield earned on loans and investments and the 
average rate paid on deposits and borrowings, as well as the relative 
amounts of such assets and liabilities.  The interest rate spread is 
affected by regulatory, economic and competitive factors that 
influence interest rates, loan demand and deposit flows.  The Bank, 
like other financial institutions, is subject to interest rate risk to 
the degree that its interest-bearing liabilities mature or reprice at 
different times, or on a different basis than its interest-earning 
assets.  The Company's consolidated net income is also affected by, 
among other things, gains on sales of loans and available-for-sale 
investments, provisions for loan losses, service charge fees and 
commissions, operating expenses and income taxes.

   Management of the Company has developed and implemented an 
asset/liability management strategy to match the repricing and/or 
maturity of its interest-earning assets and its interest-bearing 
liabilities and to achieve improved and sustained operating income 
without adversely affecting asset quality.  In implementing this 
strategy, the Company has sought, subject to market conditions, to 
increase its origination of adjustable-rate loans secured by one- to 
four-family residential real estate in order to increase its 
investment in loans that are interest rate sensitive.  The Company has 
also sold substantially all of the fixed-rate, one- to four-family 
residential loans originated since fiscal 1986, with servicing 
retained through fiscal 1995 and primarily servicing released 
beginning in fiscal 1996.  Beginning in fiscal 1992, the Company's 
lending returned to origination of adjustable-rate commercial real 
estate and commercial business loans.  By doing so, the Company is 
attempting to increase significantly its loan fees, increase its 
investment in loans that are interest rate sensitive and improve the 
yield on its loan portfolio.  The Company intends to continue to 
prudently evaluate the origination of commercial real estate loans 
(both to purchase existing properties and construct new properties) in 
its total loan portfolio subject to commercial real estate and other 
market conditions and to applicable regulatory restrictions and may 
increase the percent of the commercial real estate loans to the 
overall portfolio.





<PAGE>  7

EFFECT OF FEDERAL LAWS AND REGULATIONS

   Federal legislation and regulation significantly affect the banking 
operations of the Company and the Bank, and have increased competition 
among savings institutions, commercial banks, mortgage banking 
enterprises and other financial institutions.  In particular, the 
capital requirements and operations of regulated depository 
institutions such as the Company and the Bank have been and will be 
subject to changes in applicable statutes and regulations from time to 
time, which changes could, under certain circumstances, adversely 
affect the Company or the Bank.

   On September 30, 1996, the President of the United States signed 
into law legislation that impacts two major areas of the Bank.  The 
first major area was a one-time assessment of SAIF-insured 
institutions of 65.7 basis points of March 31, 1995 SAIF-assessable 
deposits.  The Bank has been assessed approximately $2.5 million ($1.6 
million after income taxes) which is due to be paid at the end of 
November 1996.  The payment was expensed at September 30, 1996 and had 
a significant impact on the Bank's earnings as of the time the payment 
was accrued.
   Along with this one-time SAIF assessment, the semi-annual SAIF 
assessment is projected to be reduced, beginning January 1, 1997, from 
an annualized 23 basis points on SAIF-assessable deposits, to 
approximately 6.4 basis points annualized on SAIF-assessable deposits.  
The Bank estimates this will reduce the monthly expense of the Bank, 
beginning January 1, 1997, by approximately $55,000 ($35,000 after 
tax).

   The second major area of change is the repeal of the bad debt 
reserve method of accounting for bad debts by large thrifts for 
taxable years beginning after 1995 (year ended June 30, 1997 for the 
Bank).  The legislation requires applicable excess reserves 
accumulated after 1987 (year ended June 30, 1988 for the Bank) be 
recaptured and restored to income over a six year period with the 
first year beginning after 1995 (year ended June 30, 1997 for the 
Bank), and no longer creates recapture of the applicable excess 
reserves accumulated prior to 1988 for thrifts at the time they 
convert to bank charters.  The post 1987 recapture may be delayed for 
a one- or two-year period if certain residential loan origination 
requirements are met.  The amount of post 1987 recapture for the Bank 
is estimated at $5 million which would create income taxes of 
approximately $2 million, or $333,000 per year for each of the six 
years.  The $2 million of tax has been accrued and expensed by the 
Bank in previous periods and accordingly, will not be reflected in 
earnings or capital when paid.
   Beginning with the year ending June 30, 1997, the Bank will be 
required to follow the specific charge-off method which only allows a 
bad debt deduction equal to actual charge-offs, net of recoveries, 
experienced during the fiscal year of the deduction.  In a year where 
recoveries exceed charge-offs, the Bank would be required to include 
the net recoveries in taxable income.
<PAGE>  8

RECENT CHANGES IN ACCOUNTING PRINCIPLES

  In March 1995, the FASB issued Statement of Financial Accounting 
Standards No. 121. "Accounting for the Impairment of Long-Lived Assets 
and for Long-Lived Assets to be Disposed of" ("SFAS 121").  This 
statement applies to assets to be held and used as well as assets to 
be disposed of.  SFAS 121 requires an entity to evaluate long-lived 
assets, certain identifiable intangibles, and related goodwill for 
impairment whenever events or changes in circumstances indicate that 
the carrying amount of an asset may not be recoverable.  The Company 
adopted SFAS 121 during the current fiscal year ending June 30, 1997.  
The adoption of SFAS 121 has not had a material effect on the 
financial condition or net income of the Company.
  In May 1995, the FASB issued Statement of Financial Accounting 
Standards No. 122, "Accounting for Mortgage Servicing Rights" ("SFAS 
122").  SFAS 122 requires that mortgage banking enterprises recognize 
as separate assets, rights to service mortgage loans for others, 
however those servicing rights are acquired.  The Company adopted SFAS 
122 during the current fiscal year ending June 30, 1997.  The adoption 
of SFAS 122 has not had a material effect on the financial condition 
or net income of the Company.
   In October 1995, the FASB issued Statement of Financial Accounting 
Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 
123").  SFAS 123 establishes a fair value based method of accounting 
for stock-based compensation plans.  It encourages entities to adopt 
that method in place of the provisions of APB Opinion No. 25, 
"Accounting for Stock Issued to Employees", for all arrangements under 
which employees receive shares of stock or other equity instruments of 
the employer or the employer incurs liabilities to employees in 
amounts based on the price of its stock.  This statement applies to 
financial statements for fiscal 1997.  Management is continuing to 
account for stock-based compensation in accordance with the provisions 
of APB No. 25.  Therefore, SFAS 123 has not had a significant impact 
on the Company's consolidated financial statements.
   In June 1996, the FASB issued Statement of Financial Accounting 
Standards No. 125 "Accounting for Transfers and Servicing of Financial 
Assets and Extinguishment of Liabilities" ("SFAS 125").  SFAS 125 
extends the rules in SFAS 122 from servicing of mortgage loans to all 
loan servicing.  The Company adopted SFAS 125 during the current 
fiscal year ending June 30, 1997.  The adoption of SFAS 125 has not 
had a material effect on the financial condition or net income of the 
Company.

ASSET AND LIABILITY MANAGEMENT

   During the three months ended September 30, 1996, the Company 
experienced a slight decline in its total assets.  Total assets 
decreased $10.5 million, primarily due to a decrease in interest-
bearing deposits in other financial institutions of $11 million and a 
decrease in foreclosed assets of $4.6 million, offset by net loan 
originations of $6 million.

<PAGE>  9
   The decrease in interest-bearing deposits in other financial 
institutions primarily resulted from the reversal of the higher than 
normal balances at correspondent banks due to the timing of 
transferring funds with June 30, 1996 falling on the weekend.  The 
increase in net loan originations was primarily from a loan originated 
for the sale of a large foreclosed asset.
   Total liabilities decreased $9.2 million, primarily from a decrease 
in deposits of $15 million and a decrease in FHLBank advances of $2 
million, offset by an increase in short-term borrowings of $3 million 
and an increase in accrued expenses of $3.1 million, the majority of 
which is the one-time SAIF assessment to be paid in November 1996.  
The above represents the Company's continued practice of using 
primarily short-term FHLBank advances to fund net loan originations 
and other funding needs.

   Stockholders' equity decreased $1.3 million primarily as a result 
of dividend declarations and payments of $745,000 and net treasury 
stock repurchases of $1.2 million, offset by net income of $500,000 
and unrealized appreciation on available-for-sale securities of 
$200,000.  The Company repurchased 43,366 shares of common stock at an 
average price of $28.04 per share and reissued 2,370 shares of 
treasury stock at an average price of $7.29 per share for stock 
options exercised.

   Management believes that a key component of successful 
asset/liability management is the monitoring and management of 
interest rate sensitivity, which encompasses the repricing and 
maturity of interest-earning assets and interest-bearing liabilities.  
During any period in which a financial institution has a positive 
interest rate sensitivity gap, the amount of its interest-earning 
assets maturing or otherwise repricing within such period exceeds the 
amount of the interest-bearing liabilities maturing or otherwise 
repricing within the same period.  Accordingly, in a rising interest 
rate environment, financial institutions with positive interest rate 
sensitivity gaps generally will experience greater increases in yield 
on their assets than in the cost of their liabilities.  Conversely, in 
a falling interest rate environment, the cost of funds of financial 
institutions with positive interest rate sensitivity gaps generally 
will decrease less than the yield on their assets.  Changes in 
interest rates generally will have the opposite effect on financial 
institutions with negative interest rate sensitivity gaps.  In a 
rising interest rate environment financial institutions with negative 
gaps have more liabilities than assets mature or reprice during the 
relevant period, causing the increase in the cost of liabilities to 
exceed the increase in the yield on assets.  Conversely, in a falling 
interest rate environment, the cost of funds of financial institutions 
with negative interest rate sensitivity gaps generally will decrease 
more than the yield on their assets.  The Company's experience with 
interest rates is discussed in more detail under the headings "Results 
of Operations and Comparisons of the Three Months Ended September 30, 
1996 and 1995" and in management's discussion and analysis in the June 
30, 1996 Form 10-K.

<PAGE>  10
   The Company's one-year interest rate sensitivity gap, as a 
percentage of total interest-earning assets was a positive $98 
million, or 12.5%, at September 30, 1996, as compared to a positive 
$89 million, or 13.6%, at June 30, 1996.  The increase of $9 million 
resulted primarily from: (i) a $5 million increase in business loans, 
all in the one-year category; and (ii) a $6 million decrease in 
interest-bearing demand deposits, $2 million decrease in savings 
deposits, and $6 million decrease in time deposits from a decline in 
deposit balances; offset by, (iii) an $8 million increase in FHLBank 
advances mainly due to a shift from other periods; (iv) a $3 million 
increase in short-term borrowings; and (v) other smaller changes.

   As a part of its asset and liability management strategy, the 
Company has increased its investment in loans which are interest rate 
sensitive by emphasizing the origination of adjustable-rate, one- to 
four-family residential loans and adjustable-rate or relatively short-
term commercial business and consumer loans, and originating fixed-
rate, one- to four-family residential loans primarily for immediate 
resale in the secondary market.  Approximately 30% of total assets are 
currently invested in commercial real estate and commercial business 
loans.  This part of the strategy was designed to improve asset yield 
and fee income, and to shorten the average maturity and increase the 
interest rate sensitivity of the loan portfolio.  While efforts to 
date have contributed to the changes in the one-year interest rate 
sensitivity gap and increasing net interest income, such lending, 
commensurate with the increased risk levels, has also resulted in an 
increase in the level of non-performing assets.  Management 
continually evaluates existing and potential commercial real estate 
and commercial business loans, in order to try to reduce undesirable 
risks including concentrations in a given geographic area or a 
particular loan category.
   While from a credit risk standpoint the Company would prefer higher 
levels of one- to four-family and other residential loan originations 
rather than commercial real estate and commercial business loan 
originations, the Company has adapted to the changing lending 
environment and originates commercial real estate and commercial 
business loans to help maintain the desired size of the loan portfolio 
and assets in total, as well as to maintain the desired yield on the 
Company's investments.
   Interest rate risk exposure estimates (the sensitivity gap) are not 
exact measures of an institution's actual interest rate risk.  They 
are only indicators of interest rate risk exposure produced in a 
simplified modeling environment designed to allow management to gauge 
the Company's sensitivity to changes in interest rates.  They do not 
necessarily indicate the impact of general interest rate movements on 
the Company's net interest income because the repricing of certain 
categories of assets and liabilities is subject to competitive and 
other factors beyond the Company's control.  As a result, certain 
assets and liabilities indicated as maturing or otherwise repricing 
within a stated period may in fact mature or reprice at different 
times and in different amounts and would therefore cause a change 
(which potentially could be material) in the Company's interest rate 
risk.
<PAGE>  11

   The following table sets forth the Company's interest rate 
sensitive assets and liabilities that mature or reprice within one 
year as of the dates indicated and on the basis of the factors and 
assumptions set forth at the end of the tables.
<TABLE>
<CAPTION>
                                             September 30,  June 30,
                                                 1996         1996
                                             ------------   --------
<S>                                            <C>         <C>
                                                  (000'S OMITTED)
Residential, commercial real estate and
  construction loans                           $464,617     $463,559
Commercial business loans                        17,079       12,349
Consumer loans                                   16,724       16,202
Investment securities and other                  75,938       76,343
                                                -------      -------
  Total interest rate sensitive assets
    repricing within one year                   574,358      568,453
                                                -------      -------
Interest-bearing demand deposits                106,345      112,289
Savings deposits                                 35,862       37,009
Time deposits                                   186,042      192,909
FHLBank advances                                128,638      120,849
Other borrowings and liabilities                 19,421       16,468
                                                -------      -------
  Total interest rate sensitive liabilities
    repricing within one year                   476,308      479,524
                                                -------      -------
One year interest rate sensitivity gap (1)      $98,050     $ 88,929
                                                =======      =======
Interest rate sensitive assets/interest rate
    sensitive liabilities                         120.6%       118.5%
                                                  =====        =====
One year interest rate sensitivity gap as a
    percent of interest-earning assets             12.5%        13.6%
                                                   ====         ====
<FN>
___________________________________________
(1)  Defined as the Company's interest-earning assets which mature or 
reprice within one year minus its interest-bearing liabilities that 
mature or reprice within one year.
</TABLE>









<PAGE>  12

  The following table sets forth the interest rate sensitivity of the 
Company's assets and liabilities at September 30, 1996, on the basis 
of the factors and assumptions set forth below.
<TABLE>
<CAPTION>
                                                                        Maturing or Repricing
                                                    ---------------------------------------------------------------
                                                                Over 6
                                                     6 Months   Months    Over 1-3   Over 3-5     Over
                                                     or Less   to 1 Year    Years      Years     5 Years     Total 
                                                    --------   ---------  --------   --------   --------   --------
<S>                                                 <C>        <C>        <C>         <C>        <C>       <C>
                                                                       (Dollars in thousands)
Residential, commercial real
  estate and construction loans                     $357,835   $106,781   $ 19,302    $11,383    $34,814   $530,115
Commercial business loans                             16,920        159        250          0          0     17,329
Consumer loans                                        14,215      2,509      7,038          0          0     23,762
Investment securities and other                       50,092      9,039     17,538          0          0     76,669
                                                     -------    -------    -------     ------     ------    -------
  Total interest-earning assets                      439,062    118,488     44,128     11,383     34,814    647,875
                                                     -------    -------    -------     ------     ------    -------
Interest-bearing demand deposits                     106,345          0          0          0          0    106,345
Savings deposits                                      35,862          0          0          0          0     35,862
Time deposit                                         129,623     56,420     34,453      4,304      5,555    230,355
FHLBank advances                                     113,273     15,365     22,159     10,880     16,725    178,402
Other borrowings and liabilities                      19,421          0          0          0          0     19,421
                                                     -------    -------    -------     ------     ------    -------
  Total interest-bearing liabilities                 404,524     71,785     56,612     15,184     22,280    570,385
                                                     -------    -------    -------     ------     ------    -------
Interest-earning assets less
  interest-bearing liabilities                      $ 34,538   $ 46,703   $(12,484)   $(3,801)   $12,534   $ 77,490
                                                     =======    =======    =======     ======     ======    =======

Cumulative interest rate sensitivity gap            $ 34,538   $ 81,241    $68,757    $64,956    $77,490
                                                     =======    =======     ======     ======     ======

Cumulative interest rate sensitivity gap
  as a percent of interest-earning
  assets at September 30, 1996                         5.3%      12.5%      10.6%      10.0%      12.0%
                                                       ===       ====       ====       ====       ====

Cumulative interest rate sensitivity gap
  as a percent of interest-earning
  assets at June 30, 1996                             (0.4)%     13.6%       8.9%       8.3%      10.2%
                                                       ===       ====        ===        ===       ====
<FN>
The assumptions used in the above two tables are:
  -- Prepayment rates are derived from market prepayment rates 
observed on or about June 30, 1996.  They are supplied by the FHLBank 
of Des Moines Risk Management Department.
  -- Fixed-rate loans, net of loans in process, deferred fees and 
discounts are shown on the basis of contractual amortization and the 
prepayment assumptions noted above.
  -- Adjustable-rate loans are assumed to reprice at the earlier of 
maturity or the next contractual repricing date.
  -- Zero growth and constant percentage composition of assets and 
liabilities and funds from contractual amortization are not 
reinvested.
  -- September 30, 1996 computations have been approximated based on 
the computations and assumptions of June 30, 1996.
</TABLE>
<PAGE>  13

RESULTS OF OPERATIONS AND COMPARISON OF THE THREE MONTHS ENDED 
SEPTEMBER 30, 1996 and 1995

   The decrease in earnings for the three months ended September 30, 
1996 when compared to the same period in 1995 of $2.4 million, or 
82.9%, was primarily due to an increase in non-interest expense of 
$3.8 million and an increase in provision for loan losses of $85,000, 
offset by an increase in net interest income of $404,000, and a 
decrease in provision for income taxes of $1.1 million during the 
period.


Interest Income

   Total interest income increased $486,000, or 3.7%, during the three 
months ended September 30, 1996, when compared to the three months 
ended September 30, 1995.  The increase was primarily due to a 
$384,000, or 3.1%, increase in interest income on loans and a 
$102,000, or 10.4%, increase in interest income on investment 
securities and interest-bearing deposits.

   Interest income on loans increased from higher average balances, 
offset by a decrease from lower average yields.  Interest income 
increased $614,000 as the result of higher average loan balances of 
$546 million during the three months ended September 30, 1996 compared 
to $519 million during the three months ended September 30, 1995.  
Interest income decreased $230,000 as the result of a decrease in 
average yield from 9.43% in the three months ended September 30, 1995, 
to 9.24% in the three months ended September 30, 1996, as a result of 
lower market rates.

   Of the increase in interest income on investment securities and 
interest-bearing deposits, $49,000 was the result of higher average 
balances from $75 million in the three months ended September 30,1995 
to $78.6 million in the three months ended September 30, 1996, 
primarily as a result of increases in investment securities.  The 
remaining increase of $53,000 was the result of an increase in average 
yields from 5.22% during the three months ended September 30, 1995 to 
5.49% during the three months ended September 30, 1996 as a result of 
higher market rates on investment securities.


Interest Expense

   Total interest expense increased $83,000, or 1.2%, during the three 
months ended September 30, 1996 when compared with the same period in 
1995.  The increase was primarily due to a $159,000, or 6%, increase 
in interest expense on FHLBank advances and other borrowings, offset 
by a $76,000, or 1.8%, decrease in interest expense on deposits.



<PAGE>  14

   Interest expense on FHLBank advances and other borrowings increased 
$254,000 due to higher average balances from $173 million in the three 
months ended September 30, 1995 to $190 million in the three months 
ended September 30, 1996.  The increase was offset by a $95,000 
decrease due to lower average interest rates from 6.14% in the three 
months ended September 30, 1995 to 5.90% in the three months ended 
September 30, 1996.  Average balances increased as a result of the 
Company's use of short term FHLBank advances to partially fund loan 
growth and manage overall funds costs.  The changes in average rates 
were a result of changes in market rates.

   Interest expense on deposits during the three months ended 
September 30, 1996, decreased primarily as a result of a decrease in 
market rates offset by an increase in volume.  Interest expense 
decreased $160,000 primarily as a result of lower average rates on 
time deposits from 5.84% during the three months ended September 30, 
1995, to 5.57% during the three months ended September 30, 1996.  
Lower average market rates was the primary factor causing the decrease 
in average rates.

   Interest expense on deposits increased $84,000 as a result of 
increases in volume.  The increase in volume was primarily in time 
deposits and interest-bearing demand deposits, respectively, from 
average balances of $233 million and $104 million during the three 
months ended September 30, 1995 to average balances of $236 million 
and $110 million during the three months ended September 30, 1996.


Net Interest Income

   The Company's overall interest rate spread increased 4 basis 
points, or 1%, from 3.84% during the three months ended September 30, 
1995, to 3.88% during the three months ended September 30, 1996.  The 
increase is due to an overall decrease in the weighted average rates 
paid on interest-bearing liabilities offset by a lesser overall 
decrease in the weighted average yield received on interest-earning 
assets.


Provision for Loan Losses

   The provision for loan losses increased from $324,000 during the 
three months ended September 30, 1995 to $411,000 during the three 
months ended September 30, 1996.  In any accounting period, the 
provision for loan losses is affected by many factors including, but 
not limited to, the change in the composition of the loan portfolio, 
the increase or decrease in total loans, the level of delinquencies 
and other non-performing loans and the historical loss experience of 
the portfolio.



<PAGE>  15

   Non-performing assets decreased $3.7 million, or 22%, during the 
three months ended September 30, 1996 from $16.9 million at June 30, 
1996 to $13.1 million at September 30, 1996.  Non-performing loans 
increased $900,000, or 15.3%, from $5.9 million at June 30, 1996 to 
$6.8 million at September 30, 1996, and foreclosed assets declined 
$4.5 million from $10.9 million at June 30, 1996 to $6.4 million at 
September 30, 1996.  Non-performing loans at September 30, 1996 and 
June 30, 1996, included $451,000 and $452,000, respectively, of loans 
in connection with the sale of foreclosed assets, which are loans that 
have higher than usual loan-to-value ratios and are originated in 
connection with the sale of foreclosed assets.  Substantially all of 
these loans were performing at September 30, 1996.

   The $900,000 increase in non-performing loans was primarily the 
result of (i) the addition of a net loan for $4.3 million as a result 
of 100% financing of the sale of the foreclosed asset described in the 
Company's Annual Report on Form 10-K for the year ended June 30, 1996 
on page 31 under the heading "Branson, Missouri"; partially offset by 
(ii) the payoff of the $934,000 loan described in the Company's Annual 
Report on Form 10-K for the year ended June 30, 1996 on page 31 under 
the heading "Lake Ozark, Missouri"; (iii) the receipt of all scheduled 
payments currently due on the loans totaling $984,000 described in the 
Company's Annual Report on Form 10-K for the year ended June 30, 1996 
on page 30 under the heading "Branson, Missouri - Restaurant"; (iv) 
the receipt of all scheduled payments currently due on the $600,000 
Tax Increment Financing (TIF) loan of the project described in the 
Company's Annual Report on Form 10-K for the year ended June 30, 1996 
on page 31 under the heading "Lake Ozark, Missouri" ; and (v) the 
foreclosure of a $250,000 restaurant loan, five single family homes 
totaling $440,000 and charge-offs on these foreclosures of 
approximately $100,000.

   The net loan of $4.3 million on the sale of the foreclosed assets 
has a deferred gain of $427,000 currently netted against it.  If the 
buyer is able to liquidate the project as planned, this gain will be 
recognized at a future time when the loan has paid down to an adequate 
level.

   The $4.5 million decline in foreclosed assets during the three 
months ended September 30, 1996 was primarily due to: (i) the sale of 
the $4.3 million property noted in the non-performing loan section 
above; (ii) the sale of the $550,000 property described in the 
Company's Annual Report on Form 10-K for the year ended June 30, 1996 
on page 33 under the heading "Springfield, Missouri - Ellis Trucking 
Terminal" with 28% cash down and normal long-term financing for the 
balance; (iii) the sale of condominium units carried at an aggregate 
of $312,000 and 1 single-family home carried at $54,000; offset by 
(iv) the foreclosure of the properties noted in item (v) in the non-
performing loan section above; and (vi) various other activity of 
smaller properties in the account.


<PAGE>  16
   Potential problem loans increased $1.8 million during the three 
months ended September 30, 1996 from $4.7 million at June 30, 1996 to 
$6.5 million at September 30, 1996.  These are loans which management 
has identified through routine internal review procedures as having 
possible credit problems which may cause the borrowers difficulty in 
complying with current loan repayment terms.  These loans are not 
reflected in the non-performing loans.  The main reason for the 
increase in potential problem loans is: (i) an increase of $984,000 
from the improved credit quality and upgrade from non-performing 
status of the project disclosed in the non-performing loan section 
above; (ii) the increase of $300,000 in a condominium project in 
Branson, Missouri due to additional advances from increased collateral 
positions; and (iii) the deterioration of the credit quality of 
various projects, partially offset by the improvement from non-
performing of other projects, netting approximately $500,000.
   The allowance for loan losses at September 30, 1996 and June 30, 
1996, respectively, totaled $14.7 million and $14.4 million, 
representing 2.7% and 2.6% of total loans, 216% and 243% of non-
performing loans, and 110% and 136% of non-performing loans and 
potential problem loans in total.  The allowance for foreclosed asset 
losses totaled $1.1 million at both September 30, 1996 and June 30, 
1996, respectively, representing 17% and 9.9% of total foreclosed 
assets.  Although the Company maintains the allowance for loan losses 
and the allowance for foreclosed asset losses at levels which it 
considers to be adequate to provide for potential losses and selling 
expenses, there can be no assurance that such losses will not exceed 
the estimated amounts, thereby adversely affecting future results of 
operations.

Non-interest Income
   Non-interest income decreased $21,000, or .8%, in the three months 
ended September 30, 1996 when compared to the same period in 1995.  
The decrease was primarily due to: (i) a decrease in income of 
$464,000 from the sale of available-for-sale securities; offset by 
(ii) an increase in income on foreclosed assets of $351,000 from the 
sale in the September 30, 1996 quarter of the foreclosed properties 
discussed above; (iii) an increase in commission income of $102,000 
from the travel, insurance and investment subsidiaries; and (iv) 
modest increases and decreases in other non-interest income items.

Non-interest Expense
   Non-interest expense increased $3.8 million, or 97.3%, in the three 
months ended September 30, 1996 when compared to the same period in 
1995.  The increase was primarily due to: (i) an increase in insurance 
of $2.5 million due to the accrual of the one-time SAIF assessment 
discussed previously; (ii) an increase in goodwill amortization of $1 
million due to the write-off of goodwill remaining from a 1982 failed 
thrift purchase; (iii) an increase of $316,000 in salaries and other 
employee benefits with approximately one-half of this increase in the 
Bank due to growth and the remainder primarily in the travel, 
insurance and investment subsidiaries; (iv) an increase in advertising 
of $31,000, or 38%, and (v) an increase in office supplies and 
printing of $29,000, or 30%.
<PAGE>  17

Provision for Income Taxes

   Provision for income taxes as a percentage of pre-tax income 
increased from 40% in the three months ended September 30, 1995 to 61% 
in the three months ended September 30, 1996.  The increase was 
primarily due to the write-off of the goodwill amortization discussed 
above, which is a non-deductible item.


Average Balances, Interest Rates and Yields

   The following tables present for the periods indicated the total 
dollar amount of interest income from average interest-earning assets 
and the resultant yields, as well as the interest expense on average 
interest-bearing liabilities, expressed both in dollars and rates, and 
the net interest margin.  The tables do not include non-interest-
bearing demand deposits and do not reflect any effect of income taxes.
<TABLE>
<CAPTION>
                                                                    Three Months Ended September 30,
                                                       ---------------------------------------------------------
                                                                   1996                          1995
                                                       ---------------------------    --------------------------
                                                       Average              Yield/    Average             Yield/
                                                       Balance   Interest    Rate     Balance   Interest   Rate
                                                       --------  --------   ------    --------  --------  ------
<S>                                                    <C>        <C>       <C>       <C>        <C>       <C>
                                                                        (Dollars in thousands)
Interest-earning assets:
  Loans receivable                                     $546,358   $12,625   9.24%     $519,450   $12,241   9.43%
  Investment securities and other
    interest-earning assets                              78,642     1,080   5.49        74,968       978   5.22
                                                        -------    ------   ----       -------   -------   ----
  Total interest-earning assets                        $625,000    13,705   8.77      $594,418    13,219   8.90
                                                        =======    ------   ----       =======    ------   ----
Interest-bearing liabilities:
  Demand deposits                                      $110,263       688   2.50      $104,120       643   2.47
  Savings deposits                                       36,620       225   2.46        37,578       235   2.50
  Time deposits                                         236,292     3,290   5.57       232,787     3,401   5.84
                                                        -------     -----   ----       -------     -----   ----
    Total deposits                                      383,175     4,203   4.39       374,485     4,279   4.57
  FHLBank advances and other borrowings                 190,345     2,808   5.90       172,699     2,649   6.14
                                                        -------     -----   ----       -------     -----   ----
  Total interest-bearing liabilities                   $573,520     7,011   4.89      $547,184     6,928   5.06
                                                        =======     -----   ----       =======     -----   ----
Net interest income:
  Interest rate spread                                             $6,694   3.88%                 $6,291   3.84%
                                                                    =====   ====                   =====   ====

Net interest margin(1)                                                      4.28%                          4.23%
                                                                            ====                           ====

Average interest-earning assets to
  average interest-bearing liabilities                  109.0%                         108.6%
                                                        =====                          =====
<FN>
(1) Defined as the Company's net interest income divided by total 
interest-earning assets.
</TABLE>

<PAGE>  18


Rate/Volume Analysis

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

<TABLE>
<CAPTION>
                                                   Three Months Ended September 30,
                                                           1996 vs. 1995
                                                   --------------------------------
                                                        Increase
                                                       (Decrease)
                                                         Due to        Total
                                                      -------------   Increase
                                                      Rate   Volume  (Decrease)
                                                      ----   ------  ----------
<S>                                                   <C>     <C>       <C>
                                                       (Dollars in thousands)
Interest-earning assets:
  Loans receivable                                    $(230)  $  614    $  384
  Investment securities and
    other interest-earning assets                        53       49       102
                                                        ---      ---       ---
      Total interest-earning assets                    (177)     663       486
                                                        ---      ---       ---
Interest-bearing liabilities:
  Demand deposits                                         7       38        45
  Savings deposits                                       (4)      (6)      (10)
  Time deposits                                        (163)      52      (111)
                                                        ---      ---       ---
    Total deposits                                     (160)      84       (76)
  FHLBank advances and other borrowings                 (95)     254       159
                                                        ---      ---       ---
      Total interest-bearing liabilities               (255)     338        83
                                                        ---      ---       ---
  Net interest income                                 $  78     $325    $  403
                                                        ===      ===       ===
</TABLE>












<PAGE>  19

LIQUIDITY AND CAPITAL RESOURCES

General

   The Company's capital position remained strong, with stockholders' 
equity at $66.6 million, or 10.1% of total assets of $658 million at 
September 30, 1996 compared to equity at $67.8 million, or 10.1%, of 
total assets of $668 million at June 30, 1996.  In addition, the Bank 
exceeds each of the regulatory capital requirements.  At September 30, 
1996, the Bank had ratios of tangible and core capital to assets of 
8.1% and risk-based capital of 12.3%.  Federal regulations at that 
date required tangible, core and risk-based capital ratios of 1.5%, 3% 
and 8%, respectively.

   The Bank is required by regulation to maintain liquidity ratios at 
certain levels.  Currently, a minimum of 5% of the combined total of 
deposits and short-term borrowings must be maintained in the form of 
cash and eligible investments.  The Bank has historically maintained 
its liquidity ratio at a level in excess of that required.  As of 
September 30, 1996, the Bank's liquidity ratio was 5.9%, compared to 
7.3% at June 30, 1996.  Management believes that the Company has 
sufficient cash flows and borrowing capacity available to meet its 
commitments and other foreseeable cash needs for operations.  At 
September 30, 1996, the Company had commitments of approximately $70 
million to fund loan originations, issued lines of credit, outstanding 
letters of credit and unadvanced loans.

   At September 30, 1996, the investment securities held to maturity 
included $115,000 of gross unrealized gains and $39,000 of gross 
unrealized losses related to securities intended to be held until 
maturity.  The unrealized gains and losses are not expected to have a 
material effect on future earnings beyond the usual amortization of 
acquisition premium or accretion of discount because no sale of the 
investment portfolio is foreseen.

   The Company's primary sources of funds are savings deposits, 
FHLBank advances, other borrowings, loan repayments, proceeds from 
sales of loans and available-for-sale securities and funds provided 
from operations.  The Company utilizes particular sources of funds 
based on the comparative costs and availability at the time.  The 
Company has from time to time chosen not to pay rates on deposits as 
high as the rates paid by certain of its competitors and, when 
necessary, supplement deposits with less expensive alternative sources 
of funds.








<PAGE>  20


STATEMENT OF CASH FLOWS

  During the three months ended September 30, 1996 and 1995, the 
Company had positive cash flows from operating activities, and during 
the three months ended September 30, 1995, the Company had positive 
cash flows from financing activities.  The Company experienced 
negative cash flows from investing activities during the three months 
ended September 30, 1996 and 1995, and had negative cash flows from 
financing activities during the three months ended September 30, 1996.
  Cash flows from operating activities for the periods covered by the 
Statements of Cash Flows have been primarily related to adjustments in 
deferred assets, credits and other liabilities, the provision for loan 
losses and losses on foreclosed assets, depreciation, sale of 
foreclosed assets and the amortization of deferred loan origination 
fees and discounts (premiums) on loans and investments, all of which 
are non-cash or non-operating adjustments to operating cash flows.  As 
a result, net income, adjusted for non-cash and non-operating items, 
was the primary source of cash flows from operating activities.  
Operating activities provided cash flows of $5 million and $4.3 
million in cash during the three months ended September 30, 1996 and 
1995, respectively.
   During the three months ended September 30, 1996 and 1995, 
investing activities used cash of $1.1 million and $6.5 million, 
respectively, primarily due to the net increase of loans in both 
periods.
   Changes in cash flows from financing activities of the periods 
covered by the Statements of Cash Flows are due to changes in deposits 
after interest credited, changes in FHLBank advances and changes in 
short-term borrowings as well as purchases of treasury stock and 
dividend payments to stockholders.  Financing activities used $15 
million in cash during the three months ended September 30, 1996 and 
provided $17 million in cash during the three months ended September 
30, 1995.  Financing activities in the future are expected to 
primarily include changes in deposits, changes in FHLBank advances, 
and changes in short-term borrowings.


DIVIDENDS

   During the three months ended September 30, 1996 and September 30, 
1995, the Company declared and paid dividends in each period of $0.175 
per share.  The Board of Directors meets regularly to consider the 
level and the timing of dividend payments.








<PAGE>  21
PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

   The Registrant and its subsidiaries are involved as plaintiff or 
defendant in various legal actions arising in the normal course of 
their business.  While the ultimate outcome of the various legal 
proceedings involving the Registrant and its subsidiaries cannot be 
predicted with certainty, it is the opinion of management, after 
consultation with legal counsel, that these legal actions currently 
are not material to the Registrant.

Item 2. Changes in Securities

   None.

Item 3. Defaults Upon Senior Securities

   None.

Item 4. Submission of Matters to Vote of Common Stockholders

   At the Company's annual meeting of stockholders held on October 16, 
1996, the results of the matters voted upon were as follows:

   (a)  Each of the following nominees for election as director was 
elected.
                             Affirmative         Votes
            Director            Votes          Withheld
       ------------------    -----------      ---------
       William E. Barclay     3,898,186         3,776
       Larry D. Frazier       3,899,525         2,437

   (b)  An affirmative vote in excess of the majority of the shares 
available to vote was obtained to approve the amendment to the 
Certificate of Incorporation to increase authorized common stock.

          Affirmative      Negative       Abstentions
          -----------      --------       -----------
           3,893,135          713            8,114

   (c)  An affirmative vote in excess of the majority of the shares 
available to vote was obtained to approve the appointment of Baird, 
Kurtz & Dobson as auditors for the current fiscal year.

          Affirmative      Negative       Abstentions
          -----------      --------       -----------
           3,868,661        20,153           13,148

Item 5. Other Information

   None.

<PAGE>  22

Item 6. Exhibits and Reports on Form 8-K

   a)  Exhibits
     See the attached exhibit 11, Statement re computation of earnings 
per share.
     See the attached exhibit 27, Financial Data Schedule.

   b)  Reports on Form 8-K

     On August 23, 1996, the Registrant filed a Form 8-K announcing a 
2-for-1 stock split contingent on stockholder approval of an increase 
in authorized common shares.

     On October 8, 1996, the Registrant filed a Form 8-K disclosing 
two items which materially impacted the September 30, 1996 quarterly 
earnings.  The status of a stock buy-back program and the announcement 
of a new stock buy-back program were also disclosed.



































<PAGE>  23

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

                                         Great Southern Bancorp, Inc.
                                         Registrant


Date: November 14, 1996         /s/  William V. Turner
                               --------------------------
                                William V. Turner
                                Chairman of the Board,
                                President and Chief
                                Executive Officer


Date: November 14, 1996         /s/  Don M. Gibson
                               --------------------------
                                Don M. Gibson,
                                Executive Vice President and
                                Chief Financial Officer






























<PAGE>  24
                             Exhibit Index
                             -------------
Exhibit
  No.                 Description
- -------               -----------
  11        Statement Re Computation of Earnings Per Share

  27        Financial Data Schedule, which is submitted electronically
            to the Securities and Exchange Commission for information
            only and not filed.











































<PAGE>  25


<TABLE>
<CAPTION>
Exhibit 11- Statement Re Computation of Earnings Per Share

                                                      Three Months Ended
                                                         September 30,
                                                      1996          1995
                                                   ----------    ----------
<S>                                                <C>           <C>
Primary:

  Average shares outstanding                        4,385,267     4,497,324
  Net effect of dilutive stock options -
    based on the treasury stock method
    using average market price                        139,290       156,122
                                                    ---------     ---------
  Primary shares                                    4,524,557     4,653,446
                                                    =========     =========
  Net income                                         $493,297    $2,884,588
                                                      =======     =========
  Per share amount                                     $0.11         $0.62
                                                        ====          ====


Fully diluted:

  Average shares outstanding                        4,385,267     4,497,324
  Net effect of dilutive stock options -
    based on the treasury stock method
    using average market price                        144,744       157,850
                                                    ---------     ---------
  Primary shares                                    4,530,011     4,655,174
                                                    =========     =========
  Net income                                         $493,297    $2,884,588
                                                      =======     =========
  Per share amount                                     $0.11         $0.62
                                                        ====          ====

</TABLE>

<TABLE> <S> <C>

<ARTICLE>       9
<LEGEND>
This schedule contains summary financial information extracted from 
the Consolidated Balance Sheet and the Consolidated Statement of 
Income filed as part of the quarterly report on Form 10-Q and is 
qualified in its entirety by reference to such quarterly report on 
Form 10-Q.
</LEGEND>
<MULTIPLIER>    1,000
       
<CAPTION>
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>               JUN-30-1997
<PERIOD-END>                    SEP-30-1996
<CASH>                                5,942
<INT-BEARING-DEPOSITS>               12,492
<FED-FUNDS-SOLD>                          0
<TRADING-ASSETS>                          0
<INVESTMENTS-HELD-FOR-SALE>           4,937
<INVESTMENTS-CARRYING>               49,217
<INVESTMENTS-MARKET>                 49,293
<LOANS>                             552,765
<ALLOWANCE>                          14,674
<TOTAL-ASSETS>                      657,659
<DEPOSITS>                          382,459
<SHORT-TERM>                        157,288
<LIABILITIES-OTHER>                  10,628
<LONG-TERM>                          40,731
                     0
                               0
<COMMON>                                 62
<OTHER-SE>                           66,491
<TOTAL-LIABILITIES-AND-EQUITY>      657,659
<INTEREST-LOAN>                      12,625
<INTEREST-INVEST>                     1,009
<INTEREST-OTHER>                         71
<INTEREST-TOTAL>                     13,705
<INTEREST-DEPOSIT>                    4,203
<INTEREST-EXPENSE>                    7,011
<INTEREST-INCOME-NET>                 6,694
<LOAN-LOSSES>                           411
<SECURITIES-GAINS>                      144
<EXPENSE-OTHER>                       7,725
<INCOME-PRETAX>                       1,279
<INCOME-PRE-EXTRAORDINARY>            1,279
<EXTRAORDINARY>                           0
<CHANGES>                                 0
<NET-INCOME>                            493
<EPS-PRIMARY>                           .11
<EPS-DILUTED>                           .11
<YIELD-ACTUAL>                         4.35
<LOANS-NON>                           6,751
<LOANS-PAST>                              0
<LOANS-TROUBLED>                          0
<LOANS-PROBLEM>                       6,531
<ALLOWANCE-OPEN>                     14,356
<CHARGE-OFFS>                           123
<RECOVERIES>                             30
<ALLOWANCE-CLOSE>                    14,674
<ALLOWANCE-DOMESTIC>                 14,674
<ALLOWANCE-FOREIGN>                       0
<ALLOWANCE-UNALLOCATED>                   0
        

</TABLE>


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