SOUTHERN MISSOURI BANCORP INC
DEF 14A, 2000-09-25
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                                  SCHEDULE 14A
                    Information Required in Proxy Statement
                            Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
                         _
Filed by the registrant |X|
                         -                  _
Filed by a party other than the registrant |_|

Check the appropriate box:
 _
|_|     Preliminary proxy statement
 _
|X|     Definitive proxy statement
 -
 _
|_|     Definitive additional materials
 _
|_|     Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

                         SOUTHERN MISSOURI BANCORP, INC.
--------------------------------------------------------------------------------

                (Name of Registrant as Specified in Its Charter)

                         SOUTHERN MISSOURI BANCORP, INC.
--------------------------------------------------------------------------------
                   (Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):
 _
|X|     No fee required
 -
 _
|_|     Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1)     Title of each class of securities to which transaction applies:
                  N/A
--------------------------------------------------------------------------------

(2)     Aggregate number of securities to which transactions applies:
                  N/A
--------------------------------------------------------------------------------


(3)     Per unit  price  or other  underlying  value  of  transaction  computed
        pursuant to Exchange Act Rule 0-11:
                  N/A
--------------------------------------------------------------------------------


(4)      Proposed maximum aggregate value of transaction:
                  N/A
--------------------------------------------------------------------------------

 _
|_|      Check box if any part of the fee is offset as provided by Exchange  Act
         Rule 0-11 (a)(2) and identify the filing for which the  offsetting  fee
         was paid  previously.  Identify  the  previous  filing by  registration
         statement number, or the form or schedule and the date of its filing.

(1)      Amount previously paid:
                  N/A
--------------------------------------------------------------------------------

(2)      Form, schedule or registration statement no.:
                  N/A
--------------------------------------------------------------------------------

(3)      Filing party:
                  N/A
--------------------------------------------------------------------------------


(4)      Date filed:
                  N/A
--------------------------------------------------------------------------------


<PAGE>






                               September 22, 2000




Dear Stockholder:

         You are cordially  invited to attend the Annual Meeting of Stockholders
of Southern  Missouri  Bancorp,  Inc.  The  meeting  will be held at the Greater
Poplar Bluff Area Chamber of Commerce  Building,  1111 West Pine Street,  Poplar
Bluff, Missouri, on Monday, October 16, 2000, at 9:00 a.m., Central Time.

         The attached Notice of the Annual Meeting and Proxy Statement describes
the formal business to be transacted at the meeting. During the meeting, we will
also  report on the  operations  of the  Corporation,  including  its  principal
subsidiary,  Southern  Missouri Bank and Trust Co. Directors and officers of the
Corporation,  as well as a  representative  of Kraft,  Miles & Tatum,  LLC,  the
Corporation's   independent  auditors,   will  be  present  to  respond  to  any
appropriate questions stockholders may have.

         To ensure proper  representation  of your shares at the Annual Meeting,
please  sign,   date  and  return  the  enclosed  proxy  card  in  the  enclosed
postage-prepaid  envelope  as soon as  possible  even if you  currently  plan to
attend the  meeting.  This will not prevent you from voting in person,  but will
assure that your vote is counted if you are unable to attend the meeting.

                                                     Sincerely,



                                                     Thadis R. Seifert
                                                     President




<PAGE>



                         SOUTHERN MISSOURI BANCORP, INC.
                                 531 VINE STREET
                          POPLAR BLUFF, MISSOURI 63901
                                 (573) 785-1421
--------------------------------------------------------------------------------

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                         TO BE HELD ON OCTOBER 16, 2000
--------------------------------------------------------------------------------

         NOTICE  IS  HEREBY  GIVEN  that  the  Annual  Meeting  of  Stockholders
("Meeting") of Southern Missouri Bancorp,  Inc.  ("Corporation") will be held at
the  Greater  Poplar  Bluff Area  Chamber of Commerce  Building,  1111 West Pine
Street,  Poplar  Bluff,  Missouri,  on Monday,  October 16, 2000,  at 9:00 a.m.,
Central Time.

         A Proxy Card and a Proxy Statement for the Meeting are enclosed.

         The Meeting is for the purpose of considering and acting upon:

                  1.  The election of three directors of the Corporation;

                  2.  The ratification of the appointment of Kraft, Miles &
                      Tatum,  LLC, as auditors of the  Corporation  for the
                      fiscal year ending June 30, 2001; and

                  3.  Such other  matters as may properly come before the
                      Meeting or any adjournments thereof.

         The  Board of  Directors  is not aware of any  other  business  to come
before the Meeting.

         Any action may be taken on any one of the  foregoing  proposals  at the
Meeting  on the date  specified  above,  or on any date or  dates to  which,  by
original or later  adjournment,  the Meeting may be  adjourned.  Pursuant to the
Corporation's  Bylaws, the Board of Directors has fixed the close of business on
September 15, 2000 as the record date for the  determination of the stockholders
entitled to notice of and to vote at the Meeting and any adjournments thereof.

         You are requested to complete and sign the enclosed proxy card which is
solicited  by the Board of  Directors  and to mail it promptly  in the  enclosed
envelope.  The proxy  will not be used if you  attend  the  Meeting  and vote in
person.

                                              BY ORDER OF THE BOARD OF DIRECTORS



                                              SAMUEL H. SMITH
                                              SECRETARY

Poplar Bluff, Missouri
September 22, 2000

--------------------------------------------------------------------------------
IMPORTANT:  THE PROMPT RETURN OF PROXIES WILL SAVE THE CORPORATION THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM.  A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.  NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
--------------------------------------------------------------------------------





<PAGE>



--------------------------------------------------------------------------------
                                 PROXY STATEMENT
                                       OF
                         SOUTHERN MISSOURI BANCORP, INC.
                                 531 VINE STREET
                          POPLAR BLUFF, MISSOURI 63901
                                 (573) 785-1421
--------------------------------------------------------------------------------

                         ANNUAL MEETING OF STOCKHOLDERS
                                OCTOBER 16, 2000
--------------------------------------------------------------------------------

         This Proxy Statement is furnished in connection  with the  solicitation
of proxies by the Board of Directors of Southern  Missouri  Bancorp,  Inc. to be
used at the Annual Meeting of Stockholders of the Corporation.  The Meeting will
be held at the Greater Poplar Bluff Area Chamber of Commerce Building, 1111 West
Pine Street, Poplar Bluff,  Missouri, on Monday, October 16, 2000, at 9:00 a.m.,
Central Time. The  accompanying  Notice of Meeting and this Proxy  Statement are
first  being  mailed  to  stockholders  on or  about  September  22,  2000.  The
Corporation  is the holding  company for  Southern  Missouri  Bank and Trust Co.
("Southern Missouri" or the "Bank"), formerly known as Southern Missouri Savings
Bank, FSB.

--------------------------------------------------------------------------------
                          VOTING AND PROXY INFORMATION
--------------------------------------------------------------------------------


         Stockholders  Entitled to Vote.  Stockholders of record as of the close
of business on September  15, 2000  ("Voting  Record  Date") are entitled to one
vote for each share of common stock  ("Common  Stock") of the  Corporation  then
held. At the close of business on the Voting Record Date,  the  Corporation  had
1,261,003 shares of Common Stock issued and outstanding.

         Quorum. The presence,  in person or by proxy, of at least a majority of
the total  number of  outstanding  shares of Common  Stock  entitled  to vote is
necessary  to  constitute  a  quorum  at the  Meeting.  Abstentions  and  broker
non-votes  will be counted as shares present and entitled to vote at the Meeting
for purposes of determining the existence of a quorum.

         Voting.   The  Board  of  Directors   solicits  proxies  so  that  each
stockholder has the opportunity to vote on the proposals to be considered at the
Meeting.  When a proxy card is returned  properly  signed and dated,  the shares
represented  thereby will be voted in accordance  with the  instructions  on the
proxy card.  Where no  instructions  are  indicated,  properly  signed and dated
proxies will be voted FOR the nominees for  directors  set forth below,  and FOR
the ratification of the appointment of Kraft,  Miles & Tatum, LLC as auditors of
the  Corporation  for the fiscal year ending June 30, 2001. If a stockholder  of
record attends the Meeting, he or she may vote by ballot.

         If a  stockholder  is a participant  in the Southern  Missouri Bank and
Trust Co.  Employee Stock  Ownership Plan ("ESOP"),  the proxy card represents a
voting instruction to the trustees of the ESOP as to the number of shares in the
participant's plan account. Each participant in the ESOP may direct the trustees
as to the manner in which shares of Common Stock allocated to the  participant's
plan  account are to be voted.  Unallocated  shares of Common  Stock held by the
ESOP and  allocated  shares for which no voting  instructions  are received from
participants  will be voted by the trustees in the same proportion as shares for
which the trustees have received voting instructions.

         The  directors  to be  elected  at the  Meeting  will be  elected  by a
majority  of the votes  cast by  stockholders  present in person or by proxy and
entitled to vote.  Pursuant to the  Corporation's  Certificate of Incorporation,
stockholders  are not  permitted  to cumulate  their  votes for the  election of
directors.  Votes may be cast for or withheld from each nominee.  Votes that are
withheld and broker non-votes for a particular nominee will have the same effect
as a vote against the respective nominee.  Similarly,  approval of the remaining
proposals  requires  the  affirmative  vote of a  majority  of the votes cast by
stockholders  present in person or by proxy and entitled to vote at the meeting.
Abstentions and broker non-votes on any of the remaining proposals will have the
same effect as a vote against the respective proposal.

         If a stockholder does not return a properly signed and dated proxy card
or does not attend the Meeting and vote in person, his or her shares will not be
voted.





<PAGE>



         Revocation  of a Proxy.  Stockholders  who execute  proxies  retain the
right to revoke  them at any time.  Proxies  may be revoked  by  written  notice
delivered in person or mailed to the Secretary of the Corporation or by filing a
later dated signed proxy prior to a vote being taken on a particular proposal at
the Meeting.  Attendance at the Meeting will not  automatically  revoke a proxy,
but a  stockholder  of record in  attendance  may  request a ballot  and vote in
person, thereby revoking a prior granted proxy.

--------------------------------------------------------------------------------
         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------------------------

         Persons  and  groups  who  beneficially  own  in  excess  of 5% of  the
Corporation's  Common  Stock  are  required  to file  certain  reports  with the
Securities  and  Exchange  Commission  ("SEC"),   and  provide  a  copy  to  the
Corporation,  disclosing such ownership pursuant to the Securities  Exchange Act
of 1934, as amended  ("Exchange  Act").  Based upon such reports,  the following
table sets forth,  at the close of business on the Voting  Record Date,  certain
information  as to those persons who were  beneficial  owners of more than 5% of
the  outstanding  shares of Common Stock.  Management  knows of no persons other
than  those  set  forth  below  who  beneficially  owned  more  than  5% of  the
outstanding shares of Common Stock at the close of business on the Voting Record
Date.  The table  also sets  forth,  as of the close of  business  on the Voting
Record Date,  certain  information as to the shares of Common Stock beneficially
owned by the "named  executive  officers," by each director and by all directors
and executive officers of the Corporation as a group.

         In computing  the number of shares  beneficially  owned by a person and
the  percentage  ownership  of that person,  shares of common  stock  subject to
outstanding options that are currently exercisable or exercisable within 60 days
after September 15, 2000 are included in the number of shares beneficially owned
by the person and are deemed  outstanding  for the  purpose of  calculating  the
person's percentage ownership. These shares, however, are not deemed outstanding
for the purpose of computing the percentage ownership of any other person.
<TABLE>
<CAPTION>


                                                        Number of Shares          Percent of Common
Name                                                 Beneficially Owned (1)        Stock Outstanding
<S>                                                  <C>                          <C>

Beneficial Owners of More Than 5%

Southern Missouri Bank and Trust Co.
Employee Stock Ownership Plan Trust                       101,259                        8.03%

Donald R. Crandell                                         92,793                        7.36

Named Executive Officers

Thadis R. Seifert(2)                                       58,554                        4.64

Directors

Greg A. Steffens                                           44,088                        3.42
Samuel H. Smith                                            44,277                        3.48
Leonard W. Ehlers                                          44,277                        3.51
James W. Tatum                                             44,277                        3.48
Ronnie D. Black                                             7,450                         .59
L. Douglas Bagby                                            7,350                         .58

All Directors and Executive Officers
as a Group (seven persons)                                249,185                       18.93%

</TABLE>

--------------------
(1)  In  accordance  with Rule 13d-3 under the Exchange Act, a person is deemed
     to be the beneficial  owner,  for purposes of this table, of any shares of
     Common Stock if he or she has voting and/or  investment power with respect
     to such  security.  The table  includes  shares  owned by  spouses,  other
     immediate family members in trust,  shares

                                      -2-
<PAGE>

     held  in  retirement  accounts  or  funds  for  the  benefit  of the  named
     individuals,  and other forms of ownership,  over which shares the persons
     named in the table may possess voting and/or investment power. Shares held
     in accounts under  the  Bank's  ESOP,  as to which the  holders  have
     voting  power but not investment power, are also included as follows: Mr.
     Steffens,  1,088 shares; all executive  officers and  directors  as a
     group,  1,088  shares.  Included in the shares  beneficially  owned are
     options  to  purchase  shares of Common  Stock, pursuant  to  the  1994
     Stock Option Plan, as amended, which options are exercisable within 60
     days of the Voting Record Date, totaling 30,000 shares for Mr. Steffens,
     10,712 shares for Mr. Smith,  10,712 shares for Mr. Tatum,  5,000 shares
     for Mr.  Black,  5,000  shares for Mr.  Bagby and 61,424  shares for all
     directors and executive officers as a group.
(2)  SEC regulations define the term "named executive  officers" to include all
     individuals  serving as the  Corporation's  chief executive officer during
     the most recently completed fiscal year, regardless of compensation level,
     and the four most highly compensated  executive  officers,  other than the
     chief executive officer,  whose total annual salary and bonus for the last
     completed  fiscal  year  exceeded   $100,000.   Thadis  R.  Seifert,   the
     Corporation's  President,  acted  as  the  Corporation's  Chief  Executive
     Officer  during  the 2000  fiscal  year,  and  continues  to serve in that
     capacity.


--------------------------------------------------------------------------------
                       PROPOSAL I - ELECTION OF DIRECTORS
--------------------------------------------------------------------------------


     The  Corporation's  Board  of  Directors  consists  of seven  members.  The
Corporation's  Bylaws  provide  that  directors  are  elected for terms of three
years,  one-third of whom are elected annually.  Three directors will be elected
at the  Meeting  to serve for a three year  period,  or until  their  respective
successors  have been  elected  and  qualified.  The  Nominating  Committee  has
nominated for election as directors,  Greg A.  Steffens,  Samuel H. Smith and L.
Douglas Bagby. Mr. Steffens is the Chief Executive  Officer and President of the
Bank,  and is a new  nominee to the Board of  Directors.  Mr.  Steffens is being
nominated to Board of Directors to succeed  Donald R.  Crandell who resigned his
position as Chief Executive  Officer of the  Corporation in April 1999.  Messrs.
Smith and Bagby are current members of the Board of Directors of the Corporation
and the Bank.

      If any  nominee is unable to serve,  the shares  represented  by all valid
proxies  will be voted  for the  election  of such  substitute  as the  Board of
Directors  may  recommend.  At this time,  the Board  knows of no reason why any
nominee might be  unavailable  to serve.  THE BOARD OF DIRECTORS  RECOMMENDS YOU
VOTE "FOR" EACH OF THE DIRECTOR NOMINEES.



                                       -3-

<PAGE>



      The following table sets forth certain information  regarding the nominees
for election at the Meeting and the directors continuing in office.
<TABLE>
<CAPTION>

                                            Principal Occupation                  Year First Elected or    Term to
    Name                  Age(1)           During Last Five Years                 Appointed Director(2)    Expire
<S>                       <C>          <C>                                        <C>                      <C>

                                                  BOARD NOMINEES

Greg A. Steffens           33          Chief Financial Officer of the Corporation,     1999              2003
                                       and President and Chief Executive
                                       Officer of Southern Missouri.

Samuel H. Smith            62          Secretary of the Corporation since 1994.        1988              2003
                                       President,  Chief  Executive  Officer and
                                       majority  stockholder  of S.H.  Smith and
                                       Company,  Inc., an engineering consulting
                                       firm, in Poplar Bluff, Missouri.

L. Douglas Bagby           51          General Manager of Municipal Utilities of       1997              2003
                                       the City of Poplar Bluff.



                                          DIRECTORS CONTINUING IN OFFICE


Leonard W. Ehlers          81          Retired.  Official Court Reporter of            1961              2001
                                       the 36th Judicial Circuit and owner of
                                       Ehlers Reporting Service for over 39
                                       years. Chairman of the Board of the
                                       Bank since 1994.  Vice Chairman of
                                       the Corporation's Board of Directors.

Thadis R. Seifert          81          President of the Corporation.                   1971              2001
                                       Former Executive Vice President
                                       of Southern Missouri.

James W. Tatum             74          Retired.  Former member and a Partner           1983              2002
                                       of Kraft, Miles & Tatum, LLC, an
                                       accounting firm, for over 40 years. Vice
                                       Chairman of the Board of Directors of
                                       Southern Missouri.

Ronnie D. Black            52          Executive Director of General Association       1997              2002
                                       of General Baptists.
</TABLE>

-------------------
(1)    At June 30, 2000.
(2)    Includes prior service on the Board of Directors of the Bank.

                                       -4-

<PAGE>



--------------------------------------------------------------------------------
                MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
--------------------------------------------------------------------------------

         The Boards of Directors of the  Corporation  and the Bank conduct their
business through meetings of the Boards and through their committees. The Boards
of Directors of the  Corporation  and the Bank meet monthly and have  additional
special  meetings  as needed.  During the fiscal year ended June 30,  2000,  the
Board of  Directors  of the  Corporation  held twelve  meetings and the Board of
Directors of Southern  Missouri  held twelve  regular  meetings and five special
meetings.  No director of the  Corporation or Southern  Missouri  attended fewer
than 75% of the total  meetings  of the Boards and  committee  meetings on which
such Board member served during this period.

         The  Board of  Directors  of the Bank has  standing  Executive,  Audit,
Personnel and Nominating Committees, among others.

         The Board of Directors of the  Corporation  has an Executive  Committee
which consists of Messrs.  Tatum,  Ehlers and Seifert.  The Executive  Committee
meets for the  purpose  of  acting as a long  range  planning  committee  of the
Corporation  and to take any and all actions they deem  necessary or appropriate
between regular meetings of the Board. This Committee did not meet during fiscal
2000.

         The Audit Committee consists of outside directors. This Committee meets
for the purpose of reviewing the audit  procedures at the  Corporation,  and the
report and performance of the  Corporation's  independent  auditing firm, and to
take such  other  actions  and  responsibilities  as shall  from time to time be
deemed  necessary or  appropriate.  This  Committee met four times during fiscal
2000.

         The Personnel Committee consists of Messrs.  Seifert (Chairman),  Smith
and Bagby.  Personnel  issues are  usually  discussed  at the  monthly  Board of
Director  meetings.  Accordingly,  this Committee meets on an as-needed basis to
review  promotions and to interview  staff at the officer level.  This Committee
met one time during fiscal 2000.

         The full Board of  Directors  of the  Corporation  acts as a Nominating
Committee  for the annual  selection  of  management's  nominees for election as
directors.  While the Board of Directors will consider  nominees  recommended by
stockholders,  it has not  actively  solicited  nominations.  The full  Board of
Directors met one time in its capacity as Nominating Committee during the fiscal
year ended June 30, 2000.

--------------------------------------------------------------------------------
                             DIRECTORS' COMPENSATION
--------------------------------------------------------------------------------

Fees

         Non-employee  members of the Board of  Directors  of the Bank receive a
fee of $900  per  month.  Additionally,  non-employee  members  of the  Board of
Directors of SMS Financial Services,  Inc., the Bank's wholly-owned  subsidiary,
receive a fee of $300 per  meeting.  Members  of the Board of  Directors  of the
Corporation receive a fee of $900 per month. Total fees paid to directors of the
Bank, SMS Financial  Services,  Inc. and the Corporation  during the fiscal year
ended June 30, 2000 were $144,900.

Directors' Retirement Agreements

         Effective April 13, 1994, the Bank entered into  individual  retirement
agreements with Messrs. Ehlers, Thadis,  Seifert, Smith, Tatum and the Estate of
Robert Seifert,  a former director,  in recognition of their past service to the
Bank and to ensure their continued service on the Board. Each agreement provides
that, following a director's termination of service on the Board on or after age
60, other than  termination  for cause,  the  director  will receive five annual
payments  equal to the product of the cash fees paid to the director  during the
calendar year preceding his retirement and the director's vested percentage. The
vested percentage is determined as follows: 50% after five years of service, 75%
after 10 years of  service,  and 100% after 15 years of  service.  The  benefits
payable under the director's retirement agreements are an unfunded and unsecured
obligation of the Bank that is payable  solely out of the general  assets of the
Bank.

                                       -5-

<PAGE>



--------------------------------------------------------------------------------
                             EXECUTIVE COMPENSATION
--------------------------------------------------------------------------------


Summary Compensation Table

         The following table sets forth information  concerning the compensation
paid or granted to Mr. Seifert who acted as the  Corporation's  Chief  Executive
Officer during the fiscal year ended June 30, 2000 ("fiscal 2000"),  and for Mr.
Steffens who served as the Corporation's Chief Financial Officer.  There were no
other executive officers whose compensation (salary and bonus) exceeded $100,000
during fiscal 2000.

<TABLE>
<CAPTION>

                                                                       Long Term Compensation
                                                                  ------------------------------------------------------------------
                                 Annual Compensation(1)                        Awards
                         -----------------------------------------------------------------------------------------------------------

                                                                                      Securities
      Name and All                                                   Restricted       Underlying
         Other                                                         Stock           Options/           All Other
   Principal Position       Year     Salary($)(2)     Bonus($)      Award(s)($)         SARs(#)        Compensation($)
------------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>         <C>              <C>           <C>               <C>              <C>
Thadis R. Seifert        2000               $22,800     ---              ---              ---                  ---
President                1999                25,200     ---              ---              ---                  ---

Greg A. Steffens         2000              $103,000     ---              ---              ---            $15,372(5)
Chief Financial          1999                94,946     ---          $20,250(3)         15,000
Officer                  1998                61,890     ---           29,812(4)         15,000                 ---
                                                                                                               ---
-----------
</TABLE>

(1)     All compensation and benefits are paid by the Bank.
(2)     Includes  directors'  fees to Mr.  Seifert of $22,800 in fiscal  2000,
        and $25,200 in fiscal 1999.  (3) Based on the $13.50  closing price per
        share of the Common Stock on the Nasdaq Stock Market on May 18,
        1999, the date of grant. Twenty percent of the restricted shares vested
        on April 13, 2000,  and the  remaining  shares are scheduled to vest in
        four equal annual  installments on April 13, 2001, 2002, 2003 and 2004.
        Based on the $12.75  closing price per share of the Common Stock on the
        Nasdaq Stock Market on June 30, 2000,  the remaining  1,200  restricted
        shares held by Mr. Steffens had an aggregate market value of $15,300 as
        of June 30, 2000.
(4)     Based on the $19.875 closing price per share of the Common Stock on the
        Nasdaq  Stock  Market on  February 2, 1998,  the date of grant.  Twenty
        percent of the  restricted  shares vested on April 13, 1998 and another
        twenty  percent  vested on April 13,  1999.  The  remaining  shares are
        scheduled to vest in three equal annual installments on April 13, 2001,
        2002 and  2003.  Based on the  $12.75  closing  price  per share of the
        Common Stock on the Nasdaq Stock Market on June 30, 2000, the remaining
        900  restricted  shares held by Mr.  Steffens had an  aggregate  market
        value of $11,475 as of June 30, 2000.
(5)     Represents contributions made to the ESOP on behalf of Mr. Steffens
        totaling $13,872 and other perquisites in the amount of $1,500.



                                       -6-

<PAGE>



Option Exercise/Value Table

         The  following  information  is provided for Mr.  Steffens for the year
ended June 30, 2000.  Mr.  Seifert did not own stock options during fiscal 2000.
The options held by Mr.  Steffens were not  in-the-money as of June 30, 2000, as
the exercise price per share of the options  exceeded the per share market value
of the Common Stock.

<TABLE>
<CAPTION>



                                                                   Number of Securities             Value of Unexercised In-the-
                                                                  Underlying Unexercised              Money Options at Fiscal
                                                              Options at Fiscal Year End (#)                Year End ($)
                                                           -------------------------------------------------------------------------

                                Shares
                             Acquired on         Value
          Name               Exercise (#)      Realized       Exercisable       Unexercisable      Exercisable       Unexercisable
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>               <C>            <C>               <C>                <C>               <C>


Greg A. Steffens                                 $---           30,000                ---              $---              $---

</TABLE>

--------------------------------------------------------------------------------
                                 PROPOSAL II --
                   RATIFICATION OF THE APPOINTMENT OF AUDITORS
--------------------------------------------------------------------------------


         The Board of Directors has renewed the  Corporation's  arrangement  for
Kraft,  Miles & Tatum, LLC to be its auditors for the fiscal year ended June 30,
2001,  subject  to  the  ratification  of  the  Corporation's  stockholders.   A
representative of Kraft, Miles & Tatum, LLC is expected to attend the Meeting to
respond  to  appropriate  questions  and  will  have  an  opportunity  to make a
statement if he or she so desires.

         THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
RATIFICATION OF KRAFT, MILES & TATUM, LLC AS THE CORPORATION'S AUDITORS FOR THE
FISCAL YEAR ENDING JUNE 30, 2001.


--------------------------------------------------------------------------------
                          TRANSACTIONS WITH MANAGEMENT
--------------------------------------------------------------------------------

         The Bank, like many financial institutions,  has followed the policy of
granting loans to its officers, directors and employees on the security of their
primary  residences and also makes consumer loans to such persons.  The Bank has
never granted loans to directors and executive  officers on preferred  terms. In
accordance with the requirements of applicable law, loans to executive  officers
and directors of the Bank are made on  substantially  the same terms,  including
interest  rates,  fees  and  collateral,  as  those  prevailing  at the time for
comparable  transactions with other persons, and in the opinion of management do
not  involve  more than the  normal  risk of  collectability  or  present  other
unfavorable  features.  At June 30,  2000,  loans  to  directors  and  executive
officers totaled $804,000.

--------------------------------------------------------------------------------
                                  OTHER MATTERS
--------------------------------------------------------------------------------

         The Board of Directors of the  Corporation is not aware of any business
to come  before the Meeting  other than those  matters  described  above in this
Proxy Statement.  However,  if any other matters should properly come before the
Meeting,  it is intended that proxies in the accompanying  form will be voted in
respect  thereof in accordance with the judgment of the person or persons voting
the proxies.

         The cost of solicitation  of proxies will be borne by the  Corporation.
In addition to solicitations by mail, directors,  officers and regular employees
of the Corporation may solicit proxies  personally or by telecopier or telephone
without additional compensation.



                                       -7-

<PAGE>



--------------------------------------------------------------------------------
                              FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

         The Corporation's  Annual Report to Stockholders,  including  financial
statements,  has been  mailed to all  stockholders  of record as of the close of
business on the Voting Record Date. Any  stockholder who has not received a copy
of such  Annual  Report may obtain a copy by  writing  to the  Secretary  of the
Corporation.  The  Annual  Report  is not to be  treated  as part  of the  proxy
solicitation material or as having been incorporated herein by reference.

         In addition,  a copy of the Corporation's  annual report on Form 10-KSB
for the  fiscal  year ended  June 30,  2000,  is  available  to each  record and
beneficial owner of the  Corporation's  common stock without charge upon written
request to the Corporate  Secretary,  Southern Missouri Bancorp,  Inc., 531 Vine
Street, Poplar Bluff, Missouri, 63901.

--------------------------------------------------------------------------------
                              STOCKHOLDER PROPOSALS
--------------------------------------------------------------------------------


         In  order to be  eligible  for  inclusion  in the  Corporation's  proxy
materials  for next  year's  Annual  Meeting of  Stockholders,  any  stockholder
proposal to take action at such  meeting  must be received at the  Corporation's
main office at 531 Vine Street,  Poplar Bluff,  Missouri,  no later than May 28,
2001. Any such proposals shall be subject to the requirements of the proxy rules
adopted  under  the  Exchange  Act.  If a  proposal  does  not  meet  the  above
requirements for inclusion in the Corporation's  proxy materials,  but otherwise
meets the  Corporation's  eligibility  requirements  to be presented at the next
Annual Meeting of Stockholders,  the persons named in the enclosed form of proxy
and acting  thereon  will have the  discretion  to vote on any such  proposal in
accordance  with  their  best  judgment  if  the  proposal  is  received  at the
Corporation's main office no later than August 9, 2001.

                                              BY ORDER OF THE BOARD OF DIRECTORS



                                              SAMUEL H. SMITH
                                              SECRETARY

Poplar Bluff, Missouri
September 22, 2000


--------------------------------------------------------------------------------
                                   FORM 10-KSB
--------------------------------------------------------------------------------
A COPY OF THE FORM 10-KSB AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE RECORD DATE UPON
WRITTEN REQUEST TO SAMUEL H. SMITH, SECRETARY, SOUTHERN MISSOURI BANCORP, INC.,
531 VINE STREET, POPLAR BLUFF, MISSOURI  63901.
--------------------------------------------------------------------------------


                                       -8-

<PAGE>



                                 REVOCABLE PROXY
                         SOUTHERN MISSOURI BANCORP, INC.

--------------------------------------------------------------------------------
                         ANNUAL MEETING OF STOCKHOLDERS
                                OCTOBER 16, 2000
--------------------------------------------------------------------------------

         The undersigned hereby appoints Thadis R. Seifert,  James W. Tatum, and
Ronnie D. Black as the official  Proxy  Committee of the Board of Directors with
full powers of substitution,  as attorneys and proxies for the  undersigned,  to
vote all shares of common stock of Southern  Missouri  Bancorp,  Inc.  which the
undersigned  is  entitled  to  vote  at  the  Annual  Meeting  of   Stockholders
("Meeting"),  to be held at the Greater  Poplar  Bluff Area  Chamber of Commerce
Building,  1111 West Pine Street, Poplar Bluff, Missouri, on Monday, October 16,
2000, at 9:00 a.m.,  Central Time, and at any and all adjournments  thereof,  as
follows:

<TABLE>
<CAPTION>

                                                                                         VOTE
                                                                      FOR              WITHHELD

<S>                                                                   <C>              <C>

1.       The election as directors of all nominees listed              _                 _
         below (except as marked to the contrary below).              |_|               |_|


</TABLE>

         Greg A. Steffens
         Samuel H. Smith
         L. Douglas Bagby

         INSTRUCTION:  To withhold your vote
         for any individual nominee, write that
         nominee's name on the line below.

         ----------------------------------

<TABLE>
<CAPTION>

                                                                                VOTE
                                                                                FOR       AGAINST      ABSTAIN

<S>                                                                             <C>       <C>          <C>

2.       The ratification of the appointment of Kraft, Miles &                  _            _            _
         Tatum, LLC as auditors of the Corporation                             |_|          |_|          |_|
         for the fiscal year ending June 30, 2001.

3.       Such other  matters that may properly  come before the Meeting
         or any adjournments thereof.

The Board of Directors recommends a vote "FOR" the above proposals.

</TABLE>

--------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY  WILL BE VOTED  FOR THE  PROPOSITIONS  STATED.  IF ANY OTHER  BUSINESS  IS
PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY
IN THEIR BEST JUDGMENT.  AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
--------------------------------------------------------------------------------



<PAGE>



                THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

         Should the  undersigned  be present and elect to vote at the Meeting or
at any  adjournment  thereof  and after  notification  to the  Secretary  of the
Corporation  at the  Meeting of the  stockholder's  decision to  terminate  this
proxy,  then the power of said attorneys and proxies shall be deemed  terminated
and of no further force and effect.

         The undersigned acknowledges receipt from the Corporation, prior to the
execution  of this proxy,  of notice of the  Meeting,  a proxy  statement  dated
September 22, 2000 and the 2000 Annual Report to Stockholders.

Dated:                                          , 2000
      ------------------------------------------


-------------------------                            --------------------------
PRINT NAME OF STOCKHOLDER                            PRINT NAME OF STOCKHOLDER



-------------------------                            --------------------------
SIGNATURE OF STOCKHOLDER                             SIGNATURE OF STOCKHOLDER


Please sign  exactly as your name  appears on this proxy card.  When  signing as
attorney,  executor,  administrator,  trustee or guardian, please give your full
title. If shares are held jointly, only one signature is required.



--------------------------------------------------------------------------------
PLEASE  COMPLETE,  DATE,  SIGN AND MAIL  THIS  PROXY  PROMPTLY  IN THE  ENCLOSED
POSTAGE- PREPAID ENVELOPE.
--------------------------------------------------------------------------------


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