GREAT SOUTHERN BANCORP INC
10-Q, 1997-02-14
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 December 31, 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: 8,330,643 shares of common stock, par value $.01, 
outstanding at February 8, 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>
                                                                            December 31,     June 30,
                                                                                1996           1996
                                                                            ------------   ------------
<S>                                                                         <C>            <C>
                           ASSETS
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  5,940,830   $  6,661,290
Interest-bearing deposits in other financial institutions. . . . . . . . .    10,136,971     22,953,737
                                                                             -----------    -----------
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . .    16,077,801     29,615,027
Available for sale securities. . . . . . . . . . . . . . . . . . . . . . .     6,072,007      4,655,816
Held to maturity securities (fair value $49,445,000 - December 1996;
  $49,291,000 - June 1996) . . . . . . . . . . . . . . . . . . . . . . . .    49,428,429     49,182,323
Loans receivable, net. . . . . . . . . . . . . . . . . . . . . . . . . . .   565,376,695    546,759,467
Foreclosed assets held for sale, net . . . . . . . . . . . . . . . . . . .     4,985,440      9,861,556
Premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . .     6,546,790      6,686,954
Accrued interest receivable
  Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3,867,391      4,289,192
  Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       987,312      1,067,230
Investment in FHLBank Stock. . . . . . . . . . . . . . . . . . . . . . . .    10,792,600     10,022,800
Prepaid expenses and other assets. . . . . . . . . . . . . . . . . . . . .     2,492,350      1,774,439
Excess of cost over fair value of net assets acquired. . . . . . . . . . .            --      1,101,961
Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . .     2,856,009      3,088,540
                                                                            ------------   ------------
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $669,482,824   $668,105,305
                                                                            ============   ============

            LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $379,487,782   $397,054,516
Federal Home Loan Bank advances. . . . . . . . . . . . . . . . . . . . . .   207,778,389    180,797,043
Short-term borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . .    16,919,509     16,467,825
Advances from borrowers for taxes and insurance. . . . . . . . . . . . . .     1,170,422      2,659,427
Accounts payable and accrued expenses. . . . . . . . . . . . . . . . . . .     2,684,797      2,431,507
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,271,516        887,418
                                                                            ------------   ------------
   Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .   609,312,415    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 - December 1996; issued 6,162,501 shares - June 1996. . . .       123,250         61,625
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . .    16,783,382     16,834,507
Retained earnings (substantially restricted) . . . . . . . . . . . . . . .    69,732,031     67,917,888
Unrealized appreciation on available-for-sale securities, net of 
  income taxes of $403,991 - December 1996 and $61,460 - June 1996 . . . .       631,885         96,129
Treasury stock, at cost; 4,148,299 shares - December 1996;
  3,512,906 shares - June 1996 . . . . . . . . . . . . . . . . . . . . . .   (27,100,139)   (17,102,580)
                                                                            ------------   ------------
   Total Stockholders' Equity. . . . . . . . . . . . . . . . . . . . . . .    60,170,409     67,807,569
                                                                            ------------   ------------
      Total Liabilities and Stockholders' Equity . . . . . . . . . . . . .  $669,482,824   $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              SIX MONTHS ENDED
                                                    DECEMBER 31,                  DECEMBER 31,
                                                 1996           1995           1996          1995
                                             -----------    -----------     -----------   -----------
<S>                                          <C>            <C>             <C>          <C>
INTEREST INCOME
  Loans                                      $12,690,402    $12,381,573     $25,315,397   $24,622,212
  Investment Securities                          985,609        969,711       1,995,050     1,894,752
  Other                                           61,718         50,238         132,673       103,204
                                              ----------     ----------      ----------    ----------
    TOTAL INTEREST INCOME                     13,737,729     13,401,522      27,443,120    26,620,168
                                              ----------     ----------      ----------    ----------
INTEREST EXPENSE
  Deposits                                     4,038,517      4,254,233       8,241,868     8,533,057
  FHLBank advances                             2,891,283      2,601,805       5,554,104     5,120,898
  Short-term borrowings                          175,733        166,622         320,756       296,845
                                              ----------     ----------      ----------    ----------
    TOTAL INTEREST EXPENSE                     7,105,533      7,022,660      14,116,728    13,950,800
                                              ----------     ----------      ----------    ----------
NET INTEREST INCOME                            6,632,196      6,378,862      13,326,392    12,669,368
PROVISION FOR LOAN LOSSES                        448,892        323,325         859,485       647,405
                                              ----------    -----------      ----------    ----------
NET INTEREST INCOME AFTER
  PROVISION FOR LOAN LOSSES                    6,183,304      6,055,537      12,466,907    12,021,963
                                              ----------     ----------      ----------    ----------
NONINTEREST INCOME
  Commissions                                  1,398,467      1,126,615       2,581,675     2,207,261
  Service charge fees                            720,408        587,393       1,330,559     1,194,774
  Net realized gains on sales of loans and
    available-for-sale securities                132,004         95,313         397,117       828,690
  Income (expense) on foreclosed assets          (11,575)      (129,481)        316,436      (152,480)
  Other income                                   330,615        332,495         664,703       675,863
                                              ----------     ----------      ----------    ----------
    TOTAL NONINTEREST INCOME                   2,569,919      2,012,335       5,290,490     4,754,108
                                              ----------     ----------      ----------    ----------
NONINTEREST EXPENSE
  Salaries and employee benefits               2,163,103      2,013,924       4,525,044     4,059,657
  Net occupancy expense                          544,719        549,739       1,106,582     1,100,230
  Postage                                        159,689        152,714         305,261       301,003
  Insurance                                      328,899        318,801       3,143,637       633,802
  Amortization of goodwill                        10,000         48,212       1,106,961        96,423
  Advertising                                    159,941        151,844         272,735       234,294
  Office supplies and printing                   109,520        111,401         236,656       209,870
  Other operating expenses                       568,526        580,109       1,072,745     1,207,676
                                              ----------     ----------      ----------    ----------
    TOTAL NONINTEREST EXPENSE                  4,044,397      3,926,744      11,769,621     7,842,955
                                              ----------     ----------      ----------    ----------
INCOME BEFORE INCOME TAXES                     4,708,826      4,141,128       5,987,776     8,933,116
PROVISION FOR INCOME TAXES                     1,801,091      1,663,100       2,586,744     3,570,500
                                              ----------     ----------      ----------    ----------
   NET INCOME                                $ 2,907,735    $ 2,478,028     $ 3,401,032   $ 5,362,616
                                              ==========     ==========      ==========    ==========

EARNINGS PER COMMON SHARE                         $.34           $.27            $.38         $.58
                                                   ===            ===             ===          ===
<FN>
See Notes to Consolidated Financial Statements
</TABLE>



<PAGE>   4
             GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited)
<TABLE>
<CAPTION>
                                                                  SIX MONTHS ENDED DECEMBER 3!,
                                                                       1996            1995
                                                                 --------------  ---------------
<S>                                                               <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income                                                      $  3,401,032    $  5,362,616
    Items not requiring (providing) cash:
    Depreciation                                                       433,432         486,667
    Amortization                                                     1,101,961          42,390
    Provision for loan losses                                          859,485         647,405
    Provision for losses on foreclosed assets                                0          75,000
    Net realized gains on sale of loans                               (253,149)       (221,102)
    FHLBank stock dividend                                                  --        (176,400)
    Gain on sale of premises and equipment                                (847)         (1,219)
    Gain on sale of foreclosed assets                                 (440,211)        (15,647)
    Amortization of deferred income,
      premiums and discounts                                          (397,983)       (311,002)
    Net realized gains on sale of available-for-sale securities       (143,968)       (607,188)
    Deferred income taxes                                             (110,000)        456,000
  Changes in:
    Accrued interest receivable                                        501,719         159,334
    Prepaid expenses and other assets                                 (717,911)        154,054
    Accounts payable and accrued expenses                              253,290         512,104
    Income taxes payable                                               384,098        (246,865)
                                                                   -----------     -----------
  Net cash provided by operating activities                          4,870,948       6,316,147
                                                                   -----------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Net increase in loans                                            (13,741,205)    (25,329,070)
  Purchase of premises and equipment                                  (293,521)       (583,106)
  Proceeds from sale of premises and equipment                           1,100           2,875
  Proceeds from sale of foreclosed assets                              562,514         451,283
  Capitalized costs on foreclosed assets                              (194,662)       (115,488)
  Proceeds from sale of available-for-sale securities                1,066,219       2,218,206
  Proceeds from maturing held-to-maturity securities                18,054,030          22,779
  Purchase of held-to-maturity securities                          (18,436,037)     (1,502,398)
  Purchase of available-for-sale securities                         (1,460,155)     (2,039,863)
  Purchase of Federal Home Loan Bank Stock                            (769,800)       (810,600)
                                                                   -----------     -----------
      Net cash used in investing activities                        (15,211,517)    (27,685,382)
                                                                   -----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Net increase (decrease) in certificates of deposit               (11,310,473)      9,404,078
  Net decrease in checking and savings                              (6,256,262)     (5,302,429)
  Proceeds from FHLBank advances                                   271,987,468     274,845,688
  Repayments of FHLBank advances                                  (245,006,122)   (247,713,743)
  Net increase in short-term borrowings                                451,685       3,662,632
  Advances from borrowers for taxes and insurance                   (1,489,005)     (1,430,634)
  Purchase of treasury stock                                       (10,015,405)       (980,379)
  Dividends paid                                                    (1,586,889)     (1,572,769)
  Stock options exercised                                               28,346          79,351
                                                                   -----------     -----------
    Net cash provided by (used in ) financing activities            (3,196,657)     30,991,795
                                                                   -----------     -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                   (13,537,226)      9,622,560
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                      29,615,027      17,459,951
                                                                   -----------     -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                          $ 16,077,801    $ 27,082,511
                                                                   ===========     ===========
<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 and six months ended 
December 31, 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.

   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 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 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.  The Bank 
estimates this will reduce 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, subsequent to December 31, 1996, 
the Bank significantly increased the level of brokered deposits used 
to fund asset growth.  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 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 six months ended December 31, 1996, the Company 
experienced a slight increase of $1.4 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 $18.6 million, offset by a 
decrease in cash and interest-bearing deposits in other financial 
institutions of $13.5 million and a decrease in foreclosed assets of 
$4.9 million.

  The increase in net loans was primarily from commercial real estate 
loans of $8 million and one other residential loan of $4.2 million 
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 $9 million, primarily from an increase 
in FHLBank advances of $27 million offset by a decrease in deposits of 
$18 million.  The above represented the Company's continued practice 
of using primarily short-term FHLBank advances to fund net loan 
originations and other funding needs.  As noted above, subsequent to 
December 31, 1996, the Bank significantly increased the level of 
brokered deposits as a source of funding.

   Stockholders' equity decreased $7.6 million primarily as a result 
of net treasury stock purchases of $10 million and dividend 
declarations and payments of $1.6 million, offset by net income of 
$3.4 million and unrealized appreciation on available-for-sale 
securities of $536,000.  The Company repurchased 640,583 shares of 
common stock at an average price of $15.63 per share and reissued 
5,190 shares of treasury stock at an average price of $3.44 per share 
for stock options exercised during the six months ended December 31, 
1996.





<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 Six Months Ended December 31, 1996 and 1995" 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 $51 
million, or 7.7%, at December 31, 1996, as compared to a positive $89 
million, or 13.6%, at June 30, 1996.  The decrease of $38 million 
resulted primarily from: (i) a $26 million increase in funded loans, 
substantially all in the one-year category, offset by a $26 million 
decrease in investment securities due to a shifting of maturities from 
the 1 year or less category to the 1 to 2 years category; (ii) an $18 
million decrease in overall deposits, substantially all in the 1 year 
or less category; and (iii) a $51 million increase in FHLBank advances 
due to an increase in balances combined with a shift 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>
                                             December 31,   June 30,
                                                 1996         1996
                                             ------------   --------
<S>                                            <C>          <C>
                                                  (000'S OMITTED)
Residential, commercial real estate and
  construction loans                           $480,577     $463,559
Commercial business loans                        17,635       12,349
Consumer loans                                   18,764       16,202
Investment securities and other                  50,377       76,343
                                                -------      -------
  Total interest rate sensitive assets
    repricing within one year                   567,353      568,453
                                                -------      -------
Interest-bearing demand deposits                107,727      112,289
Savings deposits                                 34,469       37,009
Time deposits                                   185,676      192,909
FHLBank advances                                171,592      120,849
Other borrowings and liabilities                 16,920       16,468
                                                -------      -------
  Total interest rate sensitive liabilities
    repricing within one year                   516,384      479,524
                                                -------      -------
One year interest rate sensitivity gap (1)      $50,969     $ 88,929
                                                =======      =======
Interest rate sensitive assets/interest rate
    sensitive liabilities                         109.9%       118.5%
                                                  =====        =====
One year interest rate sensitivity gap as a
    percent of interest-earning assets              7.7%        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 December 31, 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                     $372,707   $107,870   $ 16,380    $ 9,778    $34,659   $541,394
Commercial business loans                             17,392        243        232          0          0     17,867
Consumer loans                                        16,467      2,297      6,096          0          0     24,860
Investment securities and other                       48,375      2,002     26,053          0          0     76,430
                                                     -------    -------    -------     ------     ------    -------
  Total interest-earning assets                      454,941    112,412     48,761      9,778     34,659    660,551
                                                     -------    -------    -------     ------     ------    -------
Interest-bearing demand deposits                     107,727          0          0          0          0    107,727
Savings deposits                                      34,469          0          0          0          0     34,469
Time deposit                                         135,204     50,472     32,142     10,465          0    228,283
FHLBank advances                                     136,206     35,386     14,191      3,960     18,035    207,778
Other borrowings and liabilities                      16,920          0          0          0          0     16,920
                                                     -------    -------    -------     ------     ------    -------
  Total interest-bearing liabilities                 430,526     85,858     46,333     14,425     18,035    595,177
                                                     -------    -------    -------     ------     ------    -------
Interest-earning assets less
  interest-bearing liabilities                      $ 24,415   $ 26,554   $  2,428    $(4,647)   $16,624   $ 65,374
                                                     =======    =======    =======     ======     ======    =======

Cumulative interest rate sensitivity gap            $ 24,415   $ 50,969    $53,397    $48,750    $65,374
                                                     =======    =======     ======     ======     ======

Cumulative interest rate sensitivity gap
  as a percent of interest-earning
  assets at December 31, 1996                          3.7%       7.7%       8.1%       7.4%       9.9%
                                                       ===       ====       ====       ====       ====

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 December 31, 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.

</TABLE>
<PAGE>  14

RESULTS OF OPERATIONS AND COMPARISON OF THE THREE AND SIX MONTHS ENDED 
DECEMBER 31, 1996 and 1995

   The increase in earnings for the three months ended December 31, 
1996 when compared to the same period in 1995 of $430,000, or 17.3%, 
was primarily due to an increase in non-interest income of $560,000 
and an increase in net interest income of $260,000, offset by an 
increase in non-interest expense of $120,000, an increase in provision 
for loan losses of $130,000 and an increase in provision for income 
taxes of $140,000 during the period.

   The decrease in earnings for the six months ended December 31, 1996 
when compared to the same period in 1995 of $2 million, or 36.6%, was 
primarily due to an increase in non-interest expense of $3.9 million 
and an increase in provision for loan losses of $210,000, offset by an 
increase in non-interest income of $535,000, an increase in net 
interest income of $655,000, and a decrease in provision for income 
taxes of $985,000 during the period.


Total Interest Income

   Total interest income increased $336,000, or 2.5%, during the three 
months ended December 31, 1996, when compared to the three months 
ended December 31, 1995.  The increase was primarily due to a 
$308,000, or 2.5%, increase in interest income on loans and a $28,000, 
or 2.7%, increase in interest income on investment securities and 
interest-bearing deposits.

   Total interest income increased $823,000, or 3.1%, during the six 
months ended December 31, 1996, when compared to the six months ended 
December 31, 1995.  The increase was primarily due to a $693,000, or 
2.8%, increase in interest income on loans and a $130,000, or 6.5%, 
increase in interest income on investment securities and interest-
bearing deposits.

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 $457,000 as the result of higher 
average loan balances from $535 million during the three months ended 
December 31, 1995 to $555 million during the three months ended 
December 31, 1996.  Interest income decreased $149,000 as the result 
of a decrease in average yield from 9.26% in the three months ended 
December 31, 1995, to 9.15% in the three months ended December 31, 
1996, as a result of lower market rates.





<PAGE> 15

   For the six month period, interest income on loans increased from 
higher average balances, offset by a decrease from lower average 
yields.  Interest income increased $1.1 million as the result of 
higher average loan balances from $527 million during the six months 
ended December 31, 1995 to $551 million during the six months ended 
December 31, 1996.  Interest income decreased $378,000 as the result 
of a decrease in average yield from 9.34% in the six months ended 
December 31, 1995, to 9.20% in the six months ended December 31, 1996, 
as a result of lower market rates.

Interest Income - Investments and Other Interest-Bearing Deposits

   Of the increase in interest income on investment securities and 
interest-bearing deposits, $63,000 and $15,000, respectively, was the 
result of higher average balances from $75 million and $76 million in 
the three and six months ended December 31,1995 to $78 million in both 
the three and six months ended December 1, 1996, primarily as a result 
of slight increases in investment securities.  The remaining increase 
of $13,000 and $53,000, respectively, was the result of an increase in 
average yields from 5.32% and 5.26%, respectively, during the three 
and six months ended December 31, 1995 to 5.39% and 5.44%, 
respectively, during the three and six months ended December 31, 1996 
as a result of higher market rates on investment securities.


Total Interest Expense

   Total interest expense increased $83,000, or 1.2%, during the three 
months ended December 31, 1996 when compared with the same period in 
1995 and $166,000, or 1.2%, during the six months ended December 31, 
1996 when compared with the same period in 1995.  The increase during 
the three month period was primarily due to a $298,000, or 10.8%, 
increase in interest expense on FHLBank advances and other borrowings, 
offset by a $215,000, or 5.1%, decrease in interest expense on 
deposits.  The increase during the six month period was primarily due 
to a $457,000, or 8.4%, increase in interest expense on FHLBank 
advances and other borrowings, offset by a $291,000, or 3.4%, decrease 
in interest expense on deposits.

Interest Expense - FHLBank and Other Borrowings

   For the three month period, interest expense on FHLBank advances 
and other borrowings increased $201,000 due to higher average balances 
from $193 million in the three months ended December 31, 1995 to $206 
million in the three months ended December 31, 1996.  In addition, an 
increase of $97,000 was the result of higher average interest rates 
from 5.75% in the three months ended December 31, 1995 to 5.94% in the 
three months ended December 31, 1996.




<PAGE> 16

   For the six month period, interest expense on FHLBank advances and 
other borrowings increased $331,000 due to higher average balances 
from $187 million in the six months ended December 31, 1995 to $199 
million in the six months ended December 31, 1996.  In addition, an 
increase of $126,000 was the result of higher average interest rates 
from 5.79% in the six months ended December 31, 1995 to 5.92% in the 
three months ended December 31, 1996.

   In both the three and six month periods, 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 - Deposits

   For the three month period, interest expense on deposits decreased 
as a result of an overall decrease in both average balances and market 
rates.  Interest expense decreased $168,000 as a result of lower 
average balances of time deposits from $240 million during the three 
months ended December 31, 1995 to $228 million during the three months 
ended December 31, 1996.  In addition, a decrease of $103,000 was the 
result of lower average rates from 5.68% during the three months ended 
December 31, 1995, to 5.51% during the three months ended December 31, 
1996.

   For the six month period, interest expense on deposits also 
decreased as a result of an overall decrease in both average balances 
and market rates.  Interest expense decreased $260,000 as a result of 
lower average rates on time deposits from 5.76% during the six months 
ended December 31, 1995 to 5.54% during the six months ended December 
31, 1996.  In addition, a decrease of $122,000 was the result of lower 
average balances on time deposits from $237 million during the six 
months ended December 31, 1995, to $232 during the six months ended 
December 31, 1996.

   Interest expense on deposits increased $56,000 and $94,000 as a 
result of increases in average balances of interest-bearing demand 
deposits $101 million and $102 million, respectively, during the three 
and six months ended December 31, 1995 to $110 million during both the 
three and six months ended December 31, 1996.












<PAGE> 17

Net Interest Income

   For the three month period, the Company's overall interest rate 
spread decreased 6 basis points, or 1.6%, from 3.85% during the three 
months ended December 31, 1995, to 3.79% during the three months ended 
December 31, 1996.

   For the six month period, the Company's overall interest rate 
spread decreased 5 basis points, or 1.3%, from 3.88% during the three 
months ended December 31, 1995, to 3.83% during the three months ended 
December 31, 1996.

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


Provision for Loan Losses

   The provision for loan losses increased from $324,000 and $647,000, 
respectively, during the three and six months ended December 30, 1995 
to $449,000 and $859,000, respectively, during the six months ended 
December 31, 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.

   Non-performing assets decreased $4.4 million, or 26%, during the 
six months ended December 31, 1996 from $16.9 million at June 30, 1996 
to $12.5 million at December 31, 1996.  Non-performing loans increased 
$837,000, or 14.2%, from $5.9 million at June 30, 1996 to $6.7 million 
at December 31, 1996, and foreclosed assets declined $5.2 million from 
$10.9 million at June 30, 1996 to $5.7 million at December 31, 1996.  
Non-performing loans at December 31, 1996 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 December 31, 1996.











<PAGE> 18

   The $837,000 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"; (v) the addition 
of a loan for $233,000 on an apartment building located near Branson, 
Missouri; (vi) the addition of a residential development of $273,000 
located in Springfield, Missouri; and (vii) the foreclosure of a 
$250,000 restaurant loan (sold during the six months ended December 
31, 1996), five single family homes totaling $440,000 and charge-offs 
on these foreclosures of approximately $100,000.

   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 $5.2 million decline in foreclosed assets during the six months 
ended December 31, 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; (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 $7.9 million during the six 
months ended December 31, 1996 from $4.7 million at June 30, 1996 to 
$12.6 million at December 31, 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 $5.5 
million from the continued cash flow problems of a theater in Branson, 
Missouri; (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 December 31, 1996 and June 30, 
1996, respectively, totaled $15.1 million and $14.4 million, 
representing 2.7% and 2.6% of total loans, 223% and 243% of non-
performing loans, and 78% and 136% of non-performing loans and 
potential problem loans in total.  The allowance for foreclosed asset 
losses totaled $728,000 and $1.1 million at December 31, 1996 and June 
30, 1996, respectively, representing 12.7% 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 increased $558,000, or 27.7%, in the three 
months ended December 31, 1996 when compared to the same period in 
1995.  The increase was primarily due to: (i) an increase in 
commission income of $270,000 from the travel, insurance and 
investment subsidiaries; (ii) an increase in service charge income of 
$135,000 on transaction accounts from an increased fee structure; 
(iii) an increase in income on foreclosed assets of $120,000 from the 
decline in net expenses of foreclosed properties;; and (iv) an 
increase in income of $33,000 from increased profits from sales of 
loans; and (v) modest increases and decreases in other non-interest 
income items.




<PAGE> 20

   Non-interest income increased $536,000, or 11.3%, in the six months 
ended December 31, 1996 when compared to the same period in 1995.  The 
increase was primarily due to: (i) an increase in income on foreclosed 
assets of $470,000 from the sale in the September 30, 1996 quarter of 
the foreclosed properties, some of which were previously discussed; 
(ii) an increase in commission income of $375,000 from the travel, 
insurance and investment subsidiaries; (iii) an increase of $135,000 
in service charge income on transaction accounts from an increased fee 
structure; offset by (iv) a decrease in income of $460,000 from the 
sale of available-for-sale securities; and (v) modest increases and 
decreases in other non-interest income items.


Non-interest Expense

   Non-interest expense increased $120,000, or 3%, in the three months 
ended December 31, 1996 when compared to the same period in 1995 
primarily due to an increase of $150,000 in salaries and other 
employee benefits due to asset and earnings growth, offset by a 
decrease in goodwill amortization of $38,000 due to the write-off of 
remaining goodwill in the September 30, 1996 quarter.

   Non-interest expense increased $3.9 million, or 50%, in the six 
months ended December 31, 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; and (iii) an increase of $465,000 in salaries and 
other employee benefits due to asset and earnings growth.


Provision for Income Taxes

   Provision for income taxes as a percentage of pre-tax income 
decreased from 40% in the three months ended December 31, 1995 to 38% 
in the three months ended December 31, 1996.  The decrease was 
partially due to the decrease in the write-off of the goodwill, which 
is a non-deductible item and partially due to fluctuations in accrual 
estimates.

   Provision for income taxes as a percentage of pre-tax income 
increased from 40% in the six months ended December 31, 1995 to 43% in 
the six months ended December 31, 1996.  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 December 31,
                                                       ---------------------------------------------------------
                                                                   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                                     $554,751   $12,690   9.15%     $534,656   $12,382   9.26%
  Investment securities and other
    interest-earning assets                              77,829     1,048   5.39        76,712     1,020   5.32
                                                        -------    ------   ----       -------   -------   ----
  Total interest-earning assets                        $632,580    13,738   8.69      $611,368    13,402   8.77
                                                        =======    ------   ----       =======    ------   ----
Interest-bearing liabilities:
  Demand deposits                                      $109,820       676   2.46      $100,748       607   2.41
  Savings deposits                                       35,459       221   2.49        37,386       234   2.50
  Time deposits                                         228,235     3,142   5.51       240,317     3,413   5.68
                                                        -------     -----   ----       -------     -----   ----
    Total deposits                                      383,175     4,039   4.33       378,451     4,254   4.50
  FHLBank advances and other borrowings                 206,404     3,067   5.94       192,755     2,769   5.75
                                                        -------     -----   ----       -------     -----   ----
  Total interest-bearing liabilities                   $589,579     7,106   4.90      $571,206     7,023   4.92
                                                        =======     -----   ----       =======     -----   ----
Net interest income:
  Interest rate spread                                             $6,632   3.79%                 $6,379   3.85%
                                                                    =====   ====                   =====   ====

Net interest margin(1)                                                      4.19%                          4.17%
                                                                            ====                           ====

Average interest-earning assets to
  average interest-bearing liabilities                  109.1%                         107.0%
                                                        =====                          =====
<FN>
(1) Defined as the Company's net interest income divided by total 
interest-earning assets.
</TABLE>








<PAGE> 22

<TABLE>
<CAPTION>
                                                                     Six Months Ended December 31,
                                                       ---------------------------------------------------------
                                                                   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                                     $550,557   $25,315   9.20%     $527,050   $24,622   9.34%
  Investment securities and other
    interest-earning assets                              78,254     2,128   5.44        75,909     1,998   5.26
                                                        -------    ------   ----       -------   -------   ----
  Total interest-earning assets                        $628,811    27,443   8.73      $602,959    26,620   8.83
                                                        =======    ------   ----       =======    ------   ----
Interest-bearing liabilities:
  Demand deposits                                      $110,043     1,364   2.48      $102,434     1,250   2.44
  Savings deposits                                       36,039       446   2.48        37,482       469   2.50
  Time deposits                                         232,263     6,432   5.54       236,552     6,814   5.76
                                                        -------    ------   ----       -------    ------   ----
    Total deposits                                      378,345     8,242   4.36       376,468     8,533   4.53
  FHLBank advances and other borrowings                 198,567     5,875   5.92       187,298     5,418   5.79
                                                        -------    ------   ----       -------    ------   ----
  Total interest-bearing liabilities                   $576,912    14,117   4.89      $563,766    13,951   4.99
                                                        =======    ------   ----       =======    ------   ----
Net interest income:
  Interest rate spread                                            $13,326   3.83%                $12,669   3.88%
                                                                   ======   ====                  ======   ====

Net interest margin(1)                                                      4.24%                          4.20%
                                                                            ====                           ====

Average interest-earning assets to
  average interest-bearing liabilities                  109.0%                         107.0%
                                                        =====                          =====
<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 December 31,      Six Months Ended December 31,
                                                      1996 vs. 1995                      1996 vs. 1995
                                              --------------------------------    ------------------------------
                                                   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                               $(149)  $  457    $  308          $(378)  $1,071    $ 693
  Investment securities and
    other interest-earning assets                   13       15        28             67       63      130
                                                   ---      ---       ---            ---    -----      ---
      Total interest-earning assets               (136)     472       336           (311)   1,134      823
                                                   ---      ---       ---            ---    -----      ---
Interest-bearing liabilities:
  Demand deposits                                   13       56        69             20       94      114
  Savings deposits                                  (1)     (12)      (13)            (5)     (18)     (23)
  Time deposits                                   (103)    (168)     (271)          (260)    (122)    (382)
                                                   ---      ---       ---            ---    -----      ---
    Total deposits                                 (91)    (124)     (215)          (245)     (46)    (291)
  FHLBank advances and other borrowings             97      201       298            126      331      457
                                                   ---      ---       ---            ---    -----      ---
      Total interest-bearing liabilities             6       77        83           (119)     285      166
                                                   ---      ---       ---            ---    -----      ---
  Net interest income                            $(142)    $395    $  253          $(192)  $  849    $ 657
                                                   ===      ===       ===            ===    =====      ===
</TABLE>













<PAGE> 24

LIQUIDITY AND CAPITAL RESOURCES

General

   The Company's capital position remained strong, with stockholders' 
equity at $60.2 million, or 9% of total assets of $669 million at 
December 31, 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 December 31, 
1996, the Bank had ratios of tangible and core capital to assets of 
7.9% and risk-based capital of 12%.  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 
December 31, 1996, the Bank's liquidity ratio was 6.9%, 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 
December 31, 1996, the Company had commitments of approximately $56 
million to fund loan originations, issued lines of credit, outstanding 
letters of credit and unadvanced loans.

   At December 31, 1996, the investment securities held to maturity 
included $67,000 of gross unrealized gains and $51,000 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 six months ended December 31, 1996 and 1995, the Company 
had positive cash flows from operating activities, and during the six 
months ended December 30, 1995, the Company had positive cash flows 
from financing activities.  The Company experienced negative cash 
flows from investing activities during the six months ended December 
31, 1996 and 1995, and had negative cash flows from financing 
activities during the six months ended December 31, 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 $4.9 million and $6.3 
million in cash during the six months ended December 31, 1996 and 
1995, respectively.

   During the six months ended December 31, 1996 and 1995, investing 
activities used cash of $15.2 million and $27.7 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 $3.2 
million in cash during the six months ended December 31, 1996 and 
provided $31 million in cash during the six months ended December 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 six months ended December 31, 1996 and December 31, 
1995, respectively, the Company declared and paid dividends of $0.1875 
and $0.1750 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

   See Item 4 of the Company's Quarterly Report on Form 10-Q for the 
quarter ended September 30, 1996.

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

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


Date: February 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
                                                         December 30,                December 31,
                                                      1996          1995          1996          1995
                                                   ----------    ----------    ----------    ----------
<S>                                                <C>           <C>           <C>           <C>
Primary:

  Average shares outstanding                        8,338,937     8,966,284     8,554,730     8,980,466
  Net effect of dilutive stock options -
    based on the treasury stock method
    using average market price                        304,666       284,422       291,225       284,422
                                                    ---------     ---------     ---------     ---------
  Primary shares                                    8,643,603     9,250,706     8,845,955     9,264,888
                                                    =========     =========     =========     =========
  Net income                                       $2,907,735    $2,478,028    $3,401,032    $5,362,616
                                                    =========     =========     =========     =========
  Per share amount                                      $0.34         $0.27         $0.38         $0.58
                                                         ====          ====          ====          ====


Fully diluted:

  Average shares outstanding                        8,338,937     8,966,284     8,554,730     8,980,466
  Net effect of dilutive stock options -
    based on the treasury stock method
    using average market price                        315,227       295,560       315,227       295,560
                                                    ---------     ---------     ---------     ---------
  Primary shares                                    8,654,164     9,261,844     8,869,957     9,276,026
                                                    =========     =========     =========     =========
  Net income                                       $2,907,735    $2,478,028    $3,401,032    $5,362,616
                                                    =========     =========     =========     =========
  Per share amount                                      $0.34         $0.27         $0.38         $0.58
                                                         ====          ====          ====          ====

</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>                   6-MOS
<FISCAL-YEAR-END>               JUN-30-1997
<PERIOD-END>                    DEC-31-1996
<CASH>                                5,941
<INT-BEARING-DEPOSITS>               10,137
<FED-FUNDS-SOLD>                          0
<TRADING-ASSETS>                          0
<INVESTMENTS-HELD-FOR-SALE>           6,072
<INVESTMENTS-CARRYING>               49,428
<INVESTMENTS-MARKET>                 49,445
<LOANS>                             565,377
<ALLOWANCE>                          15,059
<TOTAL-ASSETS>                      669,482
<DEPOSITS>                          379,488
<SHORT-TERM>                        188,512
<LIABILITIES-OTHER>                   5,127
<LONG-TERM>                          36,186
                     0
                               0
<COMMON>                                123
<OTHER-SE>                           60,047
<TOTAL-LIABILITIES-AND-EQUITY>      669,482
<INTEREST-LOAN>                      25,315
<INTEREST-INVEST>                     1,995
<INTEREST-OTHER>                        133
<INTEREST-TOTAL>                     27,443
<INTEREST-DEPOSIT>                    8,242
<INTEREST-EXPENSE>                   14,117
<INTEREST-INCOME-NET>                13,326
<LOAN-LOSSES>                           859
<SECURITIES-GAINS>                      144
<EXPENSE-OTHER>                      11,770
<INCOME-PRETAX>                       5,988
<INCOME-PRE-EXTRAORDINARY>            5,988
<EXTRAORDINARY>                           0
<CHANGES>                                 0
<NET-INCOME>                          3,401
<EPS-PRIMARY>                           .38
<EPS-DILUTED>                           .38
<YIELD-ACTUAL>                         4.19
<LOANS-NON>                           6,747
<LOANS-PAST>                              0
<LOANS-TROUBLED>                          0
<LOANS-PROBLEM>                      12,624
<ALLOWANCE-OPEN>                     14,356
<CHARGE-OFFS>                           206
<RECOVERIES>                             50
<ALLOWANCE-CLOSE>                    15,059
<ALLOWANCE-DOMESTIC>                 15,059
<ALLOWANCE-FOREIGN>                       0
<ALLOWANCE-UNALLOCATED>                   0
        

</TABLE>


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