GREAT SOUTHERN BANCORP INC
10-Q, 1997-05-14
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 Pursuant to Section 13 or 15(d) of the
        Securities Exchange Act of 1934

        For the Quarterly Period ended March 31, 1997, or

   / /  Transition Report Pursuant to Section 13 or 15(d) of the
        Securities Exchange Act of 1934

        For the transition period from _________ to _________

                      --------------------------
                    Commission File Number 0-18082
                      --------------------------

                      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: 8,130,372 shares of common stock, par value $.01, 
outstanding at April 30, 1997
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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>
                                                                              March 31,      June 30,
                                                                                1997           1996
                                                                            ------------   ------------
<S>                                                                         <C>            <C>
                           ASSETS
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  6,974,120   $  6,661,290
Interest-bearing deposits in other financial institutions. . . . . . . . .     5,272,757     22,953,737
                                                                             -----------    -----------
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . .    12,066,877     29,615,027
Available for sale securities. . . . . . . . . . . . . . . . . . . . . . .     6,454,507      4,655,816
Held to maturity securities (fair value $48,587,000 - March 1997;
  $49,291,000 - June 1996) . . . . . . . . . . . . . . . . . . . . . . . .    48,793,797     49,182,323
Loans receivable, net. . . . . . . . . . . . . . . . . . . . . . . . . . .   579,070,007    546,759,467
Foreclosed assets held for sale, net . . . . . . . . . . . . . . . . . . .     4,603,019      9,861,556
Premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . .     6,808,846      6,686,954
Accrued interest receivable
  Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4,222,678      4,289,192
  Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       810,079      1,067,230
Investment in FHLBank Stock. . . . . . . . . . . . . . . . . . . . . . . .    10,792,600     10,022,800
Prepaid expenses and other assets. . . . . . . . . . . . . . . . . . . . .     2,653,258      1,774,439
Excess of cost over fair value of net assets acquired. . . . . . . . . . .            --      1,101,961
Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . .     2,877,054      3,088,540
                                                                            ------------   ------------
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $679,152,722   $668,105,305
                                                                            ============   ============

            LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $462,893,905   $397,054,516
Federal Home Loan Bank advances. . . . . . . . . . . . . . . . . . . . . .   133,733,398    180,797,043
Short-term borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . .    15,989,253     16,467,825
Advances from borrowers for taxes and insurance. . . . . . . . . . . . . .     1,735,365      2,659,427
Accounts payable and accrued expenses. . . . . . . . . . . . . . . . . . .     2,144,248      2,431,507
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,757,615        887,418
                                                                            ------------   ------------
   Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .   618,253,784    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
    12,325,002 - March 1997; issued 6,162,501 shares - June 1996. . . .          123,250         61,625
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . .    16,972,327     16,834,507
Retained earnings (substantially restricted) . . . . . . . . . . . . . . .    71,792,926     67,917,888
Unrealized appreciation on available-for-sale securities, net of 
  income taxes of $572,946 - March 1997 and $61,460 - June 1996 . . . .          896,147         96,129
Treasury stock, at cost; 4,045,027 shares - March 1997;
  3,512,906 shares - June 1996 . . . . . . . . . . . . . . . . . . . . . .   (28,885,712)   (17,102,580)
                                                                            ------------   ------------
   Total Stockholders' Equity. . . . . . . . . . . . . . . . . . . . . . .    60,898,938     67,807,569
                                                                            ------------   ------------
      Total Liabilities and Stockholders' Equity . . . . . . . . . . . . .  $679,152,722   $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              NINE MONTHS ENDED
                                                      MARCH 31,                     MARCH 31,
                                                 1997           1996           1997          1996
                                             -----------    -----------     -----------   -----------
<S>                                          <C>            <C>             <C>           <C>
INTEREST INCOME
  Loans                                      $12,949,649    $12,487,950     $38,265,046   $37,110,162
  Investment Securities                          931,273        963,073       2,926,323     2,857,825
  Other                                           60,549         42,186         193,222       145,390
                                              ----------     ----------      ----------    ----------
    TOTAL INTEREST INCOME                     13,941,471     13,493,209      41,384,591    40,113,377
                                              ----------     ----------      ----------    ----------
INTEREST EXPENSE
  Deposits                                     4,820,305      4,271,225      13,062,173    12,804,282
  FHLBank advances                             2,317,515      2,735,961       7,871,619     7,856,859
  Short-term borrowings                          130,766        124,421         451,522       421,266
                                              ----------     ----------      ----------    ----------
    TOTAL INTEREST EXPENSE                     7,268,586      7,131,607      21,385,314    21,082,407
                                              ----------     ----------      ----------    ----------
NET INTEREST INCOME                            6,672,885      6,361,602      19,999,277    19,030,970
PROVISION FOR LOAN LOSSES                        427,615        350,016       1,287,100       997,421
                                              ----------    -----------      ----------    ----------
NET INTEREST INCOME AFTER
  PROVISION FOR LOAN LOSSES                    6,245,270      6,011,586      18,712,177    18,033,549
                                              ----------     ----------      ----------    ----------
NONINTEREST INCOME
  Commissions                                  1,103,300      1,044,825       3,684,975     3,252,086
  Service charge fees                            673,886        572,170       2,004,445     1,766,944
  Net realized gains on sales of loans and
    available-for-sale securities                181,370        167,339         578,487       996,029
  Income (expense) on foreclosed assets          (23,517)       972,129         292,919       819,649
  Other income                                   372,473        454,285       1,037,176     1,130,148
                                              ----------     ----------      ----------    ----------
    TOTAL NONINTEREST INCOME                   2,307,512      3,210,748       7,598,002     7,964,856
                                              ----------     ----------      ----------    ----------
NONINTEREST EXPENSE
  Salaries and employee benefits               2,331,679      2,137,559       6,856,723     6,197,216
  Net occupancy expense                          589,509        572,074       1,696,091     1,672,304
  Postage                                        164,971        165,966         470,232       466,969
  Insurance                                      119,290        317,057       3,262,927       950,859
  Amortization of goodwill                             0         48,211       1,106,961       144,634
  Advertising                                    143,843        111,417         416,578       345,711
  Office supplies and printing                   151,344        115,822         388,000       325,692
  Other operating expenses                       526,483        816,014       1,599,228     2,023,690
                                              ----------     ----------      ----------    ----------
    TOTAL NONINTEREST EXPENSE                  4,027,119      4,284,120      15,796,740    12,127,075
                                              ----------     ----------      ----------    ----------
INCOME BEFORE INCOME TAXES                     4,525,663      4,938,214      10,513,439    13,871,300
PROVISION FOR INCOME TAXES                     1,616,413      1,717,800       4,203,157     5,288,300
                                              ----------     ----------      ----------    ----------
   NET INCOME                                $ 2,909,250    $ 3,220,414     $ 6,310,282   $ 8,583,030
                                              ==========     ==========      ==========    ==========

EARNINGS PER COMMON SHARE                         $.35           $.35            $.74         $.94
                                                   ===            ===             ===          ===
<FN>
See Notes to Consolidated Financial Statements
</TABLE>



<PAGE>   4
             GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited)
<TABLE>
<CAPTION>
                                                                   NINE MONTHS ENDED MARCH 31,
                                                                       1997            1996
                                                                 --------------  ---------------
<S>                                                               <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income                                                      $  6,310,282    $ 8,583,030
  Items not requiring (providing) cash:
    Depreciation                                                       682,166         730,554
    Amortization                                                     1,101,961          63,585
    Provision for loan losses                                        1,287,100         997,421
    Provision for losses on foreclosed assets                          100,000         175,000
    Net realized gains on sale of loans                               (373,062)       (388,474)
    FHLBank stock dividend                                                  --        (176,400)
    (Gain)/loss on sale of premises and equipment                       (2,382)          2,171
    Gain on sale of foreclosed assets                                 (511,420)     (1,273,949)
    Amortization of deferred income,
      premiums and discounts                                          (710,439)       (504,190)
    Net realized gains on sale of available-for-sale securities       (205,426)       (607,154)
    Deferred income taxes                                             (300,000)        704,000
  Changes in:
    Accrued interest receivable                                        323,665        (806,379)
    Prepaid expenses and other assets                                 (878,819)        272,579
    Accounts payable and accrued expenses                             (287,259)        532,295
    Income taxes payable                                             1,046,697        (703,002)
                                                                   -----------     -----------
  Net cash provided by operating activities                          7,583,064       7,601,087
                                                                   -----------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Net increase in loans                                            (27,419,910)    (23,848,503)
  Purchase of premises and equipment                                  (807,467)       (775,283)
  Proceeds from sale of premises and equipment                           5,791           2,875
  Proceeds from sale of foreclosed assets                              945,514       1,924,721
  Capitalized costs on foreclosed assets                              (194,660)       (192,278)
  Proceeds from sale of available-for-sale securities                1,377,623       2,219,926
  Proceeds from maturing held-to-maturity securities                31,398,775       3,524,684
  Purchase of held-to-maturity securities                          (31,185,375)     (8,865,991)
  Purchase of available-for-sale securities                         (1,659,384)     (2,702,316)
  Purchase of Federal Home Loan Bank Stock                            (769,800)       (861,100)
                                                                   -----------     -----------
      Net cash used in investing activities                        (28,308,893)    (29,573,265)
                                                                   -----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Net increase in certificates of deposit                           72,506,020       5,827,656
  Net increase (decrease) in checking and savings                   (6,666,632)        657,448
  Proceeds from FHLBank advances                                   363,210,755     337,104,678
  Repayments of FHLBank advances                                  (410,274,400)   (311,608,290)
  Net increase (decrease) in short-term borrowings                    (478,571)      2,356,726
  Advances from borrowers for taxes and insurance                     (924,062)     (1,274,139)
  Purchase of treasury stock                                       (12,234,178)     (2,439,524)
  Dividends paid                                                    (2,435,244)     (2,356,559)
  Stock options exercised                                              473,991         203,222
                                                                   -----------     -----------
    Net cash provided by financing activities                        3,177,679      28,471,218
                                                                   -----------     -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                   (17,548,150)      6,499,040
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                      29,615,027      17,459,951
                                                                   -----------     -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                          $ 12,066,877    $ 23,958,991
                                                                   ===========     ===========
<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.  The 
financial statements presented herein reflect all adjustments, which 
are in the opinion of management, necessary for a fair statement of 
the results for the periods presented.  Operating results for the 
three and nine months ended March 31, 1997 and 1996 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.

   The Company completed a 2-for-1 stock split on October 21, 1996.  
Prior period information included in this form 10-Q reflects this 
stock split, when necessary.


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 impacted 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 was assessed approximately $2.5 million ($1.6 
million after income taxes) which was paid at the end of November 
1996.  The payment was expensed in the September 30, 1996 quarter 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 was reduced, beginning January 1, 1997, from an annualized 
23 basis points on SAIF-assessable deposits, to approximately 6.48 
basis points annualized on SAIF-assessable deposits.  This reduced the 
monthly expense of the Bank, beginning January 1, 1997, by 
approximately $55,000 ($35,000 after tax).  As a result of this lower 
assessment rate, the Bank significantly increased (approximately $80 
million) the level of brokered deposits used to fund asset growth 
beginning in the March 31, 1997 quarter.  The rates paid on these 
deposits, when compared to alternative sources and allowing for 
deposit insurance costs, is comparable to FHLBank advances but do not 
require the asset pledging the FHLBank requires.

   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 as a 
reduction in earnings or capital when paid.
<PAGE>  8

   Beginning with the current fiscal 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.


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.








<PAGE>  9

   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 nine months ended March 31, 1997, the Company 
experienced a small increase of $11.1 million in its total assets.  
There was a change in the various asset categories with the main areas 
of change being an increase in net loans of $32.3 million, offset by a 
decrease in cash and interest-bearing deposits in other financial 
institutions of $17.5 million and a decrease in foreclosed assets of 
$5.3 million.

  The increase in net loans was primarily from commercial real estate 
loans of $16 million and other residential loans of $11.2 million 
including one loan originated for the sale of a large foreclosed 
asset.  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 
decrease in foreclosed assets is primarily from the sale of one large 
property discussed in the non-performing asset section below.

   Total liabilities increased $18 million, primarily from an increase 
in deposits of $66 million offset by a decrease in FHLBank advances of 
$47 million.  The increase in deposits resulted from the increase in 
brokered deposits (approximately $80 million) due to the SAIF 
insurance assessment decrease discussed above and the paydown of 
primarily short-term FHLBank advances with those additional funds not 
used to fund net loan originations or for other funding needs.

   Stockholders' equity decreased $6.9 million primarily as a result 
of net treasury stock purchases of $11.8 million and dividend 
declarations and payments of $2.4 million, offset by net income of 
$6.3 million and unrealized appreciation on available-for-sale 
securities of $800,000.  The Company repurchased 767,547 shares of 
common stock at an average price of $15.94 per share and reissued 
235,426 shares of treasury stock at an average price of $1.92 per 
share for stock options exercised during the nine months ended March 
31, 1997.  During the month of April 1997, the Company purchased 
150,400 shares of treasury stock at an average price of $17.40 per 
share and reissued 11,620 shares of treasury stock at an average price 
of $1.50 per share for stock option exercises.


<PAGE> 10

   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 
and Nine Months Ended March 31, 1997 and 1996" and in management's 
discussion and analysis in the June 30, 1996 Form 10-K.

   The Company's one-year interest rate sensitivity gap, as a 
percentage of total interest-earning assets was a positive $21 
million, or 3.1%, at March 31, 1997, as compared to a positive $89 
million, or 13.6%, at June 30, 1996.  The decrease of $67 million 
resulted primarily from: (i) a $74 million increase in time deposits, 
substantially all being brokered deposits and in the 1 year or less 
category; (ii) a $35 million decrease in investment securities 
primarily due to a shifting of maturities from the 1 year or less 
category to the 1 to 2 years category and an $18 million reduction in 
interest-bearing deposits; offset by (iii) a $29 million increase in 
funded loans, the majority of which are in the one-year category, and 
(iii) a $22 million decrease in FHLBank advances paid down with the 
brokered deposits not used to fund loan growth as well as shifts from 
other periods.








<PAGE> 11

   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> 12

   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>
                                               March 31,    June 30,
                                                 1997         1996
                                             ------------   --------
<S>                                            <C>          <C>
                                                  (000'S OMITTED)
Residential, commercial real estate and
  construction loans                           $484,015     $463,559
Commercial business loans                        18,854       12,349
Consumer loans                                   18,526       16,202
Investment securities and other                  22,540       76,343
                                                -------      -------
  Total interest rate sensitive assets
    repricing within one year                   543,935      568,453
                                                -------      -------
Interest-bearing demand deposits                107,057      112,289
Savings deposits                                 34,364       37,009
Time deposits                                   266,878      192,909
FHLBank advances                                 99,315      120,849
Other borrowings and liabilities                 15,801       16,468
                                                -------      -------
  Total interest rate sensitive liabilities
    repricing within one year                   523,415      479,524
                                                -------      -------
One year interest rate sensitivity gap (1)      $20,520     $ 88,929
                                                =======      =======
Interest rate sensitive assets/interest rate
    sensitive liabilities                         103.9%       118.5%
                                                  =====        =====
One year interest rate sensitivity gap as a
    percent of interest-earning assets              3.1%        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>  13

  The following table sets forth the interest rate sensitivity of the 
Company's assets and liabilities at March 31, 1997, 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                     $375,326   $108,689   $ 15,751    $10,424    $40,566   $550,756
Commercial business loans                             18,556        298        239          0          0     19,093
Consumer loans                                        16,202      2,324      6,161          0          0     24,687
Investment securities and other                       19,543      2,997     48,775          0          0     71,315
                                                     -------    -------    -------     ------     ------    -------
  Total interest-earning assets                      429,627    114,308     70,926     10,424     40,566    665,851
                                                     -------    -------    -------     ------     ------    -------
Interest-bearing demand deposits                     107,057          0          0          0          0    107,057
Savings deposits                                      34,364          0          0          0          0     34,364
Time deposit                                         162,955    103,923     34,204     10,368          0    311,450
FHLBank advances                                      72,351     26,964     12,596      3,975     17,847    133,733
Other borrowings and liabilities                      15,801          0          0          0          0     15,801
                                                     -------    -------    -------     ------     ------    -------
  Total interest-bearing liabilities                 392,528    130,887     46,800     14,343     17,847    602,405
                                                     -------    -------    -------     ------     ------    -------
Interest-earning assets less
  interest-bearing liabilities                      $ 37,099   $(16,579)  $ 24,126    $(3,919)   $22,719   $ 63,446
                                                     =======    =======    =======     ======     ======    =======

Cumulative interest rate sensitivity gap            $ 37,099   $ 20,520    $44,646    $40,727    $63,446
                                                     =======    =======     ======     ======     ======

Cumulative interest rate sensitivity gap
  as a percent of interest-earning
  assets at March 31, 1997                             5.6%       3.1%       6.7%       6.1%       9.5%
                                                       ===       ====       ====       ====       ====

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 March 31, 1997.  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.

</TABLE>
<PAGE>  14

RESULTS OF OPERATIONS AND COMPARISON OF THE THREE AND NINE MONTHS 
ENDED MARCH 31, 1997 and 1996

   The decrease in earnings of $310,000, or 9.7%, for the three months 
ended March 31, 1997 when compared to the same period in 1996, was 
primarily due to a decrease in non-interest income of $900,000 and an 
increase in provision for loan losses of $80,000, offset by an 
increase in net interest income of $310,000, a decrease in non-
interest expense of $260,000 and a decrease in provision for income 
taxes of $100,000 during the period.

   The decrease in earnings for the nine months ended March 31, 1997 
when compared to the same period in 1996 of $2.3 million, or 26.5%, 
was primarily due to an increase in non-interest expense of $3.7 
million, an increase in provision for loan losses of $290,000 and a 
decrease in non-interest income of $370,000, offset by an increase in 
net interest income of $970,000, and a decrease in provision for 
income taxes of $1.1 million during the period.

Total Interest Income

   Total interest income increased $450,000, or 3.3%, during the three 
months ended March 31, 1997, when compared to the three months ended 
March 31, 1996.  The increase was primarily due to a $460,000, or 
3.7%, increase in interest income on loans.

   Total interest income increased $1.3 million, or 3.2%, during the 
nine months ended March 31, 1997, when compared to the nine months 
ended March 31, 1996.  The increase was primarily due to a $1.2 
million, or 3.1%, increase in interest income on loans.

Interest Income - Loans

   For the three month period, interest income on loans increased from 
higher average balances, offset by a decrease from lower average 
yields.  Interest income increased $540,000 as the result of higher 
average loan balances from $544 million during the three months ended 
March 31, 1996 to $567 million during the three months ended March 31, 
1997.  Interest income decreased $80,000 as the result of a decrease 
in average yield from 9.19% in the three months ended March 31 1996, 
to 9.13% in the three months ended March 31, 1997, as a result of 
lower market rates.

   For the nine month period, interest income on loans increased from 
higher average balances, offset by a decrease from lower average 
yields.  Interest income increased $1.6 million as the result of 
higher average loan balances from $532 million during the nine months 
ended March 31, 1996 to $556 million during the nine months ended 
March 31, 1997.  Interest income decreased $460,000 as the result of a 
decrease in average yield from 9.29% in the nine months ended March 
31, 1996, to 9.17% in the nine months ended March 31, 1997, as a 
result of lower market rates.
<PAGE>  15
Interest Income - Investments and Other Interest-Bearing Deposits

   For the three month period, interest income on investments and 
other interest-bearing deposits increased from higher average 
balances, offset by a decrease from lower average yields.  Interest 
income increased $25,000 as the result of higher average balances from 
$76 million during the three months ended March 31, 1996 to $78 
million during the three months ended March 31, 1997.  Interest income 
decreased $35,000 as the result of a decrease in average yield from 
5.28% in the three months ended March 31 1996, to 5.09% in the three 
months ended March 31, 1997, as a result of lower market rates.

   For the nine month period, interest income on investments and other 
interest-bearing deposits increased from both higher average balances 
and higher average yields.  Interest income increased $85,000 as the 
result of higher average balances from $76 million during the nine 
months ended March 31, 1996 to $78 million during the nine months 
ended March 31, 1997.  Interest income increased $30,000 as the result 
of an increase in average yield from 5.27% in the nine months ended 
March 31, 1996, to 5.32% in the nine months ended March 31, 1997, as a 
result of higher market rates.

Total Interest Expense

   Total interest expense increased $140,000, or 1.9%, during the 
three months ended March 31, 1997 when compared with the same period 
in 1996 and $300,000, or 1.4%, during the nine months ended March 31, 
1997 when compared with the same period in 1996.  The increase during 
the three month period was primarily due to a $550,000, or 12.9%, 
increase in interest expense on deposits, offset by a $410,000, or 
14.4%, decrease in interest expense on FHLBank advances and other 
borrowings.  The increase during the nine month period was primarily 
due to a $260,000, or 2.0%, increase in interest expense on deposits, 
offset by a $45,000, or 0.5%, decrease on FHLBank advances and other 
borrowings.  These changes were primarily the result of the funding 
changes discussed previously.

Interest Expense - Deposits
   For the three month period, interest expense on deposits increased 
as a result of an increase in overall average balances, offset by a 
decrease in overall market rates.  Interest expense increased $690,000 
as a result of higher average balances of time deposits from $243 
million during the three months ended March 31, 1996, to $293 million 
during the three months ended March 31, 1997 and increased $40,000 as 
a result of higher average balances of interest-bearing demand 
deposits from $99 million during the three months ended March 31, 
1996, to $105 million during the three months ended March 31, 1997.  
These increases were offset by a decrease of $105,000 due to lower 
average rates on time deposits from 5.69% during the three months 
ended March 31, 1996, to 5.51% during the three months ended March 31, 
1997 and a decrease of $60,000 due to lower average rates on interest-
bearing demand deposits from 2.43% during the three months ended March 
31, 1996, to 2.21% during the three months ended March 31, 1997.
<PAGE>  16

   For the nine month period, interest expense on deposits increased 
as a result of an overall increase in average balances, offset by an 
overall decrease in market rates.  Interest expense increased $540,000 
as a result of higher average balances on time deposits from $239 
million during the nine months ended March 31, 1996 to $252 million 
during the nine months ended March 31, 1997 and increased $125,000 as 
a result of higher average balances on interest-bearing demand 
deposits from $101,000 during the three months ended March 31, 1996 to 
$108,000 during the nine months ended March 31, 1997.  These increases 
were offset by a decrease of $335,000 due to lower average rates on 
time deposits from 5.74% during the nine months ended March 31, 1996, 
to 5.53% during the nine months ended March 31, 1997 and a decrease of 
$30,000 due to lower average rates on interest-bearing demand deposits 
from 2.44% during the nine months ended March 31, 1996 to 2.39% during 
the nine months ended March 31, 1997.

Interest Expense - FHLBank and Other Borrowings

   For the three month period, interest expense on FHLBank advances 
and other borrowings decreased $410,000 due to lower average balances 
from $194 million in the three months ended March 31, 1996 to $167 
million in the three months ended March 31, 1997.

   For the nine month period, interest expense on FHLBank advances and 
other borrowings increased $45,000 due to higher average balances from 
$184 million in the nine months ended March 31, 1996 to $188 million 
in the nine months ended March 31, 1997.  This increase was offset by 
a decrease of $120,000 due to lower average interest rates from 6.00% 
in the nine months ended March 31, 1996 to 5.91% in the nine months 
ended March 31, 1997.

   In the three month period, average balances decreased as a result 
of the Company's use of brokered deposits to fund loan growth and 
reduce short term FHLBank advances as discussed previously in this 
document.

   In the nine month period, 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 in the first six months of 
the nine month period.  The changes in average rates were a result of 
changes in market rates.











<PAGE> 17

Net Interest Income

   For the three month period, the Company's overall interest rate 
spread increased 6 basis points, or 1.6%, from 3.72% during the three 
months ended March 31, 1996, to 3.78% during the three months ended 
March 31, 1997.

   For the nine month period, the Company's overall interest rate 
spread increased 4 basis points, or 1.1%, from 3.78% during the three 
months ended March 31, 1996, to 3.82% during the three months ended 
March 31, 1997.

   The increase in both periods was due to an overall decrease in the 
weighted average rates paid on interest-bearing liabilities partially 
offset by a lesser overall decrease in the yields received on 
interest-earning assets.


Provision for Loan Losses

   The provision for loan losses increased from $350,000 and $997,000, 
respectively, during the three and nine months ended March 31, 1996 to 
$428,000 and $1,287,000, respectively, during the three and nine 
months ended March 31, 1997.  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.

   Non-performing assets decreased $3.7 million, or 22%, during the 
nine months ended March 31, 1997 from $16.9 million at June 30, 1996 
to $13.2 million at March 31, 1997.  Non-performing loans increased 
$1.9 million, or 32.2%, from $5.9 million at June 30, 1996 to $7.8 
million at March 31, 1997, and foreclosed assets declined $5.5 million 
from $10.9 million at June 30, 1996 to $5.4 million at March 31, 1997.  
Non-performing loans at March 31, 1997 and June 30, 1996, included 
$320,000 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 March 31, 1997.











<PAGE> 18

   The $1.9 million increase in non-performing loans was primarily the 
result of (i) the addition of a net loan for $3.8 million (net of 
deferred gain and actual payments received) 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, net of charge-offs of approximately $110,000, of a 
$250,000 restaurant loan (sold during the nine months ended March 31, 
1997) and various single family properties totaling $490,000.

   The net loan of $3.8 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 $5.5 million decline in foreclosed assets during the nine 
months ended March 31, 1997 was primarily due to: (i) the sale of the 
$4.3 million property noted in the non-performing loan section above 
($3.8 million net loan balance); (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 the non-performing loan section above; (vi) a $207,000 
charge-down on the property described in the Company's Annual Report 
on Form 10-K for the year ended June 30, 1996 on page 32 under the 
heading "Branson, Missouri - Clevenger Cove Campground" as the result 
of an updated appraisal; and (vii) various other activity of smaller 
properties in the account.










<PAGE> 19

   Potential problem loans increased $7.8 million during the nine 
months ended March 31, 1997 from $4.7 million at June 30, 1996 to 
$12.5 million at March 31, 1997.  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 $5.5 
million from the continued cash flow problems of a theater in Branson, 
Missouri (subsequent to March 31, 1997, this loan was paid in full and 
a prepayment penalty of approximately $300,000 was collected); (ii) 
the continued credit deterioration of the borrower on a $985,000 loan 
secured by commercial lots located in Branson, Missouri; (iii) an 
increase of $950,000 from the improved credit quality and upgrade from 
non-performing status of the project disclosed in the non-performing 
loan section above; (iv) the increase of $280,000 in a condominium 
project in Branson, Missouri due to additional advances from increased 
collateral positions; (v) the deterioration of credit quality of a 
$250,000 commercial real estate loan secured by a building in 
Springfield, Missouri; and (vi) the deterioration of the credit 
quality of various projects, partially offset by the improvement from 
non-performing of other projects.

   The allowance for loan losses at March 31, 1997 and June 30, 1996, 
respectively, totaled $15.5 million and $14.4 million, representing 
2.7% and 2.6% of total loans, 197% and 243% of non-performing loans, 
and 76% and 136% of non-performing loans and potential problem loans 
in total.  The allowance for foreclosed asset losses totaled $828,000 
and $1.1 million at March 31, 1997 and June 30, 1996, respectively, 
representing 15.2% 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 $900,000, or 28.1%, in the three 
months ended March 31, 1997 when compared to the same period in 1996.  
The decrease was primarily due to: (i) a decrease in income on 
foreclosed assets of $1 million due to a gain on one large property in 
the March 31, 1996 quarter; (ii) an increase in service charge income 
of $102,000, or 18%, on transaction accounts from an increased fee 
structure; and (iii) various increases and decreases in other non-
interest income items.






<PAGE> 20

   Non-interest income decreased $365,000, or 4.6%, in the nine months 
ended March 31, 1997 when compared to the same period in 1996.  The 
decrease was primarily due to: (i) a decrease in income on foreclosed 
assets of $525,000 due to a gain of $1.2 million on one property in 
the March 31, 1996 period with smaller gains in the March 31, 1997 
period; and (ii) a decrease in income of $400,000 from the sale of 
available-for-sale securities; offset by (iii) an increase in 
commission income of $435,000, or 13%, from the travel and investment 
subsidiaries; (iv) an increase of $235,000, or 13%, in service charge 
income on transaction accounts from an increased fee structure; and 
(v) various increases and decreases in other non-interest income 
items.


Non-interest Expense

   Non-interest expense decreased $250,000, or 6%, in the three months 
ended March 31, 1997 when compared to the same period in 1996 
primarily due to a decrease in deposit insurance of $200,000 due to 
SAIF changes previously discussed, offset by an increase of $200,000 
in salaries and other employee benefits due to asset and earnings 
growth, and various increases and decreases in other non-interest 
expense items.

   Non-interest expense increased $3.7 million, or 30%, in the nine 
months ended March 31, 1997 when compared to the same period in 1996.  
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 $660,000 in salaries and other 
employee benefits due to asset and earnings growth; and (iv) decreases 
in various other non-interest expense items.


Provision for Income Taxes

   Provision for income taxes as a percentage of pre-tax income 
increased from 34.8% in the three months ended March 31, 1996 to 35.7% 
in the three months ended March 31, 1997.  The increase was due to 
fluctuations in accrual estimates.

   Provision for income taxes as a percentage of pre-tax income 
increased from 38.1% in the nine months ended March 31, 1996 to 40.0% 
in the nine months ended March 31, 1997.  The increase was primarily 
due to the write-off of the goodwill amortization discussed above, 
which is a non-deductible item as well as fluctuations in accrual 
estimates.




<PAGE> 21

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 March 31,
                                                       ---------------------------------------------------------
                                                                   1997                          1996
                                                       ---------------------------    --------------------------
                                                       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                                     $567,456   $12,949   9.13%     $543,695   $12,488   9.19%
  Investment securities and other
    interest-earning assets                              77,887       992   5.09        76,192     1,005   5.28
                                                        -------    ------   ----       -------   -------   ----
  Total interest-earning assets                        $645,343    13,941   8.64      $619,887    13,493   8.71
                                                        =======    ------   ----       =======    ------   ----
Interest-bearing liabilities:
  Demand deposits                                      $104,598       578   2.21      $ 98,716       599   2.43
  Savings deposits                                       34,118       207   2.43        36,248       222   2.45
  Time deposits                                         292,788     4,035   5.51       242,532     3,450   5.69
                                                        -------     -----   ----       -------     -----   ----
    Total deposits                                      431,504     4,820   4.47       377,496     4,271   4.53
  FHLBank advances and other borrowings                 166,507     2,448   5.88       194,447     2,860   5.88
                                                        -------     -----   ----       -------     -----   ----
  Total interest-bearing liabilities                   $598,011     7,268   4.86      $571,943     7,131   4.99
                                                        =======     -----   ----       =======     -----   ----
Net interest income:
  Interest rate spread                                             $6,673   3.78%                 $6,362   3.72%
                                                                    =====   ====                   =====   ====

Net interest margin(1)                                                      4.14%                          4.11%
                                                                            ====                           ====

Average interest-earning assets to
  average interest-bearing liabilities                  107.9%                         108.4%
                                                        =====                          =====
<FN>
(1) Defined as the Company's net interest income divided by total 
interest-earning assets.
</TABLE>








<PAGE> 22

<TABLE>
<CAPTION>
                                                                       Nine Months Ended March 31,
                                                       ---------------------------------------------------------
                                                                   1997                          1996
                                                       ---------------------------    --------------------------
                                                       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                                     $556,183   $38,265   9.17%     $532,607   $37,110   9.29%
  Investment securities and other
    interest-earning assets                              78,106     3,119   5.32        75,994     3,003   6.59
                                                        -------    ------   ----       -------   -------   ----
  Total interest-earning assets                        $634,289    41,384   8.70      $608,601    40,113   8.79
                                                        =======    ------   ----       =======    ------   ----
Interest-bearing liabilities:
  Demand deposits                                      $108,228     1,942   2.39      $101,191     1,849   2.44
  Savings deposits                                       35,399       653   2.46        37,071       691   2.49
  Time deposits                                         252,442    10,467   5.53       238,546    10,264   5.74
                                                        -------    ------   ----       -------    ------   ----
    Total deposits                                      396,069    13,062   4.40       376,808    12,804   4.43
  FHLBank advances and other borrowings                 187,875     8,323   5.91       183,951     8,278   5.81
                                                        -------    ------   ----       -------    ------   ----
  Total interest-bearing liabilities                   $583,944    21,385   4.88      $560,759    21,082   5.01
                                                        =======    ------   ----       =======    ------   ----
Net interest income:
  Interest rate spread                                            $19,999   3.82%                $19,031   3.78%
                                                                   ======   ====                  ======   ====

Net interest margin(1)                                                      4.20%                          4.17%
                                                                            ====                           ====

Average interest-earning assets to
  average interest-bearing liabilities                  108.6%                         108.5%
                                                        =====                          =====
<FN>
(1) Defined as the Company's net interest income divided by total 
interest-earning assets.
</TABLE>


















<PAGE> 23

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 March 31,        Nine Months Ended March 31,
                                                      1997 vs. 1996                      1997 vs. 1996
                                              --------------------------------    ------------------------------
                                                   Increase                          Increase
                                                  (Decrease)                        (Decrease)
                                                    Due to        Total               Due to        Total
                                                 -------------   Increase          -------------   Increase
                                                 Rate   Volume  (Decrease)         Rate   Volume  (Decrease)
                                                 ----   ------  ----------         ----   ------  ----------
<S>                                              <C>     <C>        <C>            <C>     <C>      <C>
                                                  (Dollars in thousands)            (Dollars in thousands)
Interest-earning assets:
  Loans receivable                               $ (81)  $  542     $ 461          $(459)  $1,614   $1,155
  Investment securities and
    other interest-earning assets                  (37)      24       (13)            32       84      116
                                                   ---      ---       ---            ---    -----    -----
      Total interest-earning assets               (118)     566       448           (427)   1,698    1,271
                                                   ---      ---       ---            ---    -----    -----
Interest-bearing liabilities:
  Demand deposits                                  (63)      42       (21)           (32)     125       93
  Savings deposits                                  (2)     (13)      (15)            (7)     (31)     (38)
  Time deposits                                   (104)     689       585           (337)     540      203
                                                   ---      ---       ---            ---    -----    -----
    Total deposits                                (169)     718       549           (376)     634      258
  FHLBank advances and other borrowings             (1)    (411)     (412)          (121)     166       45
                                                   ---      ---       ---            ---    -----    -----
      Total interest-bearing liabilities          (170)     307       137           (497)     800      303
                                                   ---      ---       ---            ---    -----    -----
  Net interest income                            $  52     $259    $  311          $  70   $  898   $  968
                                                   ===      ===       ===            ===    =====    =====
</TABLE>













<PAGE> 24

LIQUIDITY AND CAPITAL RESOURCES

General

   The Company's capital position remained strong, with stockholders' 
equity at $60.9 million, or 9.0% of total assets of $679 million at 
March 31, 1997 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 March 31, 
1997, the Bank had ratios of tangible and core capital to assets of 
7.9% and risk-based capital of 11.8%.  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 
March 31, 1997, the Bank's liquidity ratio was 5.1%, 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 March 31, 1997, 
the Company had commitments of approximately $60 million to fund loan 
originations, issued lines of credit, outstanding letters of credit 
and unadvanced loans.

   At March 31, 1997, the investment securities held to maturity 
included $3,000 of gross unrealized gains and $211,000 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> 25

STATEMENT OF CASH FLOWS

  During the nine months ended March 31, 1997 and 1996, the Company 
had positive cash flows from operating activities and positive cash 
flows from financing activities.  The Company experienced negative 
cash flows from investing activities during the nine months ended 
March 31, 1997 and 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 $7.6 million in cash 
during each of the nine months ended March 31, 1997 and 1996.

   During the nine months ended March 31, 1997 and 1996, investing 
activities used cash of $28.3 million and $29.6 million, respectively, 
primarily due to the net increase of loans in both periods and 
purchases of held-to-maturity investments in the March 31, 1996 
period.

   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 provided $3.2 
million and $28.5 million, respectively, in cash during the nine 
months ended March 31, 1997 and 1996.  Financing activities in the 
future are expected to primarily include changes in deposits, changes 
in FHLBank advances, changes in short-term borrowings and changes in 
treasury stock.


DIVIDENDS

   During the nine months ended March 31, 1997 and 1996, respectively, 
the Company declared and paid dividends of $0.2875 and $0.2625 per 
share.  The Board of Directors meets regularly to consider the level 
and the timing of dividend payments.








<PAGE> 26


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

   None.

Item 5. Other Information

   None.


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

   None.










<PAGE> 27

                             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: May 13, 1997             /s/  William V. Turner
                               --------------------------
                                William V. Turner
                                Chairman of the Board,
                                President and Chief
                                Executive Officer


Date: May 13 1997              /s/  Don M. Gibson
                               --------------------------
                                Don M. Gibson,
                                Executive Vice President and
                                Chief Financial Officer






























<PAGE> 28
                             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> 29


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

                                                      Three Months Ended           Six Months Ended
                                                           March 31,                  March 31,
                                                      1997          1996          1997          1996
                                                   ----------    ----------    ----------    ----------
<S>                                                <C>           <C>           <C>           <C>
Primary:

  Average shares outstanding                        8,312,650     8,901,624     8,476,188     8,834,876
  Net effect of dilutive stock options -
    based on the treasury stock method
    using average market price                        104,001       272,696        93,518       263,908
                                                    ---------     ---------     ---------     ---------
  Primary shares                                    8,416,651     9,174,320     8,569,706     9,098,784
                                                    =========     =========     =========     =========
  Net income                                       $2,909,249    $3,220,413    $6,310,281    $8,583,029
                                                    =========     =========     =========     =========
  Per share amount                                      $0.35         $0.35         $0.74         $0.95
                                                         ====          ====          ====          ====


Fully diluted:

  Average shares outstanding                        8,312,650     8,901,624     8,476,188     8,834,876
  Net effect of dilutive stock options -
    based on the treasury stock method
    using average market price                        104,676       275,992       104,676       275,992
                                                    ---------     ---------     ---------     ---------
  Primary shares                                    8,417,326     9,177,616     8,580,864     9,110,868
                                                    =========     =========     =========     =========
  Net income                                       $2,909,249    $3,220,413    $6,310,281    $8,583,029
                                                    =========     =========     =========     =========
  Per share amount                                      $0.35         $0.35         $0.74         $0.94
                                                         ====          ====          ====          ====

</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>                   9-MOS
<FISCAL-YEAR-END>               JUN-30-1997
<PERIOD-END>                    MAR-31-1997
<CASH>                                6,794
<INT-BEARING-DEPOSITS>                5,273
<FED-FUNDS-SOLD>                          0
<TRADING-ASSETS>                          0
<INVESTMENTS-HELD-FOR-SALE>           6,455
<INVESTMENTS-CARRYING>               48,794
<INVESTMENTS-MARKET>                 48,587
<LOANS>                             579,070
<ALLOWANCE>                          15,466
<TOTAL-ASSETS>                      679,153
<DEPOSITS>                          462,894
<SHORT-TERM>                        115,305
<LIABILITIES-OTHER>                   5,637
<LONG-TERM>                          34,418
                     0
                               0
<COMMON>                                123
<OTHER-SE>                           60,776
<TOTAL-LIABILITIES-AND-EQUITY>      679,153
<INTEREST-LOAN>                      38,265
<INTEREST-INVEST>                     2,926
<INTEREST-OTHER>                        193
<INTEREST-TOTAL>                     41,385
<INTEREST-DEPOSIT>                   13,062
<INTEREST-EXPENSE>                   21,385
<INTEREST-INCOME-NET>                19,999
<LOAN-LOSSES>                         1,287
<SECURITIES-GAINS>                       40
<EXPENSE-OTHER>                      15,797
<INCOME-PRETAX>                      10,513
<INCOME-PRE-EXTRAORDINARY>           10,513
<EXTRAORDINARY>                           0
<CHANGES>                                 0
<NET-INCOME>                          6,310
<EPS-PRIMARY>                           .74
<EPS-DILUTED>                           .74
<YIELD-ACTUAL>                         4.20
<LOANS-NON>                           7,849
<LOANS-PAST>                              0
<LOANS-TROUBLED>                          0
<LOANS-PROBLEM>                      12,490
<ALLOWANCE-OPEN>                     14,356
<CHARGE-OFFS>                           243
<RECOVERIES>                             66
<ALLOWANCE-CLOSE>                    15,466
<ALLOWANCE-DOMESTIC>                 15,466
<ALLOWANCE-FOREIGN>                       0
<ALLOWANCE-UNALLOCATED>                   0
        

</TABLE>


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