WASHINGTON FEDERAL INC
10-Q, 1999-02-16
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                  FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

(Mark One)
[ X ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES   

          EXCHANGE
 ACT OF 1934

     For the quarterly period ended . .  . .  . .  . .       
December 31,
1998 

[   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES  
 
          EXCHANGE
 ACT OF 1934

     For the transition period from                               
 to         
    
                     

     For Quarter Ended      December 31, 1998          
Commission file number 

0 25454   

                           WASHINGTON FEDERAL, INC.  
            (Exact name of registrant as specified in its
charter)

                 Washington                                       
            

             91-1661606 
          (State or other jurisdiction of                         
            
                       
      (I.R.S. Employer
                 incorporation or organization)                   
            
                          
       Identification No.)

            425 Pike Street            Seattle, Washington  98101 
            (Address of principal executive offices and Zip Code)

                               (206) 624-7930  
             (Registrant's telephone number, including area code)

                                                                  
            
    

(Former name, former address and former fiscal year, if changed
since last
report.)

  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.

     (1)  Yes  X  .  No     .

     (2)  Yes  X  .  No     .

                     APPLICABLE ONLY TO CORPORATE ISSUERS

  Indicate the number of shares outstanding of each of the
issuer's classes of
common
stock, as of the latest practicable date.

                Title of class:                                   
    at
February
1, 1999

        Common stock, $1.00 par value                             
 50,857,019
shares<PAGE>
                  WASHINGTON FEDERAL, INC. AND SUBSIDIARIES



                                    PART I


Item 1.  Financial Statements

         The Consolidated Financial Statements of Washington
Federal, Inc. and
Subsidiaries
         filed as a part of the report are as follows:

         Consolidated Statements of Financial Condition
         as of December 31, 1998 and September 30, 1998 . .  . . 
 . .  . . 
  Page 3

         Consolidated Statements of Operations for the three
         months ended December 31, 1998 and 1997.  . .  . .  . . 
 . . Page 4

         Consolidated Statements of Cash Flows for the
         three months ended December 31, 1998 and 1997  . .  . . 
 . . 
  Page 5

         Notes to Consolidated Financial Statements. .  . .  . . 
 . . 
       Page 6

Item 2.  Management's Discussion and Analysis of Financial
       Condition and Results of Operations .  . .  . .  . .  . . 
 . . 
  Page 8


                                   PART II


Item 1.        Legal Proceedings .  . .  . .  . .  . .  . .  . ..
 . .  . .
Page 13

Item 2.        Changes in Securities. .  . .  . .  . .  . .  . ..
 . .  . . 
  Page 13

Item 3.        Defaults upon Senior Securities. .  . .  . .  . ..
 . .  . . 
  Page 13

Item 4.        Submission of Matters to a Vote of Stockholders ..
 . .  . .  .
 . 
  Page 13

Item 5.        Other Information .  . .  . .  . .  . .  . .  . ..
 . .  . .
Page 13

Item 6.        Exhibits and Reports on Form 8-K .  . .  . .  . ..
 . .  . . 
  Page 13

         Signatures  . .  . .  . .  . .  . .  . .  . .  . .  .
 .Page 14<PAGE>
                  WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                    (UNAUDITED)

                                                                  
            
                
 . . . . . . . . . . . . . . . . . . . . . . .December 31,
1998September 30,
1998 
                                                                  
            
                
                (In thousands, except per share data)             
ASSETS
Cash . . . . . . . . . . . . . . . . . . . . . . . $   52,568   
$    22,215 
Available-for-sale securities, including mortgage-backed
securities of
$684,891   
 . . . . . . . . . . . . . . . . . . . . .871,540  . . . . . .    
  764,188 
Held-to-maturity securities, including mortgage-backed securities
of $386,370  
  
 . . . . . . . . . . . . . . . . . . . . .407,844  . .445,871 
Loans receivable . . . . . . . . . . . . . . . . .  4,129,064     
4,143,525 
Interest receivable. . . . . . . . . . . . . . . .     34,322     
   35,175 
Premises and equipment, net. . . . . . . . . . . .     49,423     
   48,882 
Real estate held for sale. . . . . . . . . . . . .     14,880     
   16,193 
FHLB stock . . . . . . . . . . . . . . . . . . . .    103,024     
  101,050 
Costs in excess of net assets acquired . . . . . .     52,125     
   53,639 
Other assets . . . . . . . . . . . . . . . . . . .      8,283     
    6,273 
                                                   $5,723,073    
$5,637,011 

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Customer accounts
    Savings and demand accounts. . . . . . . . . . $3,163,886    
$3,071,175 
    Repurchase agreements with customers . . . . .     96,647     
   85,027 
                                                                  
            
                
           . . . . . . . . . . . . . . .3,260,533   3,156,202 
FHLB advances. . . . . . . . . . . . . . . . . . .  1,325,000     
1,356,500 
Other borrowings, primarily securities sold under agreements to
repurchase  
236,916 
 . . . . . . . . . . . . . . . . . . . . .221,819 
Advance payments by borrowers for taxes and insurance. . . . .    
   10,787
25,332 
Federal and state income taxes . . . . . . . . . .     80,907     
   63,969 
Accrued expenses and other liabilities . . . . . .     44,875     
   46,017 
                                                    4,959,018     
4,869,839 
Stockholders' equity
Common stock, $1.00 par value, 100,000,000 shares authorized;
     56,440,798 and 56,423,961 shares issued; 50,855,966 and
     51,446,129 shares outstanding . . . . . . . .     56,441     
   56,424 
Paid-in capital. . . . . . . . . . . . . . . . . .    714,877     
  714,700 
Valuation adjustment for available-for-sale securities, net of
taxes        
30,000 
 . . . . . . . . . . . . . . . . . . . . . 35,000 
Treasury stock, at cost; 5,584,832 and 4,977,832 shares. . . .   
(  106,694)( 
 92,221)
Retained earnings. . . . . . . . . . . . . . . . .     69,431     
   53,269 
                                                      764,055     
  767,172 
                                                                 
$5,723,073   
 $5,637,011 

CONSOLIDATED FINANCIAL HIGHLIGHTS
Stockholders' equity per share. . . . . . . . . .  $    15.02    
$    14.91 
Stockholders' equity to total assets. . . . . . .        13.35%   
     13.61%
Loans serviced for others . . . . . . . . . . . .   $  65,184     
$  73,606 
Weighted average rates at period end
  Loans and mortgage-backed securities. . . . . .         7.79%   
      7.98%
  Investment securities*. . . . . . . . . . . . .         7.90%   
      7.76%
    Combined rate on loans, mortgage-backed securities and
investment
securities  
 . . . . . . . . . . . . . . . . . . . . . . . . .     7.80%       
      7.96%
  Customer accounts . . . . . . . . . . . . . . .         4.99%   
      5.09%
  Borrowings. . . . . . . . . . . . . . . . . . .         5.37%   
      5.50%
    Combined cost of customer accounts and borrowings. . . . .    
      5.11% 
   5.23%
  Interest rate spread. . . . . . . . . . . . . .         2.69%   
      2.73%
 *Includes municipal bonds at tax equivalent yields

<PAGE>
 WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF OPERATIONS
             (UNAUDITED)

                                                                
Quarter Ended
December 31,      
                                                                  
            
                
            . . . . . . . . . . . . . . . . . . .      1998       
  1997     
                                                                  
            
                
             (Dollars in thousands, except per share data)
INTEREST INCOME
Loans . . . . . . . . . . . . . . . . . . . . . .   $89,952       
$92,141 
Mortgage-backed securities. . . . . . . . . . . .    18,866       
 17,339 
Investment securities . . . . . . . . . . . . . .                 
  5,575    
6,752 
                                                                  
            
                
          . . . . . . . . . . . . . . . . . . . . 114,393         
116,232 

INTEREST EXPENSE
Customer accounts . . . . . . . . . . . . . . . .    40,744       
 39,200 
FHLB advances and other borrowings. . . . . . . .    21,096       
 26,076 
                                                                  
            
                
            . . . . . . . . . . . . . . . . . . .  61,840         
 65,276 

Net interest income . . . . . . . . . . . . . . .    52,553       
 50,956 
Provision for loan losses . . . . . . . . . . . .       179       
    159 
Net interest income after provision for loan losses. . . . .      
 52,374   
50,797 

OTHER INCOME
Gain on sale of securities. . . . . . . . . . . .       ---       
    745 
Other . . . . . . . . . . . . . . . . . . . . . .     3,427       
  1,148 
                                                                  
            
                
          . . . . . . . . . . . . . . . . . . . .  3,427          
  1,893 

OTHER EXPENSE
Compensation and fringe benefits. . . . . . . . .     6,635       
  5,817 
Regulatory assessments. . . . . . . . . . . . . .       434       
    446 
Occupancy expense . . . . . . . . . . . . . . . .       984       
  1,050 
Other . . . . . . . . . . . . . . . . . . . . . .     3,417       
  3,487 
                                                                  
            
                
            . . . . . . . . . . . . . . . . . . . 11,470          
 10,800 
Gain on real estate owned, net. . . . . . . . . .                 
     48     
 101 
Income before income taxes. . . . . . . . . . . .    44,379       
 41,991 
Income taxes. . . . . . . . . . . . . . . . . . .    16,061       
 14,907 
NET INCOME. . . . . . . . . . . . . . . . . . . .   $28,318       
$27,084 

PER SHARE DATA
Basic earnings per share. . . . . . . . . . . . . $     .56       
 $   .52
Diluted earnings per share. . . . . . . . . . . .            $    
 .55         
      
       $    .51
Cash dividends. . . . . . . . . . . . . . . . . . $     .24       
 $   .22
Weighted average number of shares outstanding,
  including dilutive stock options. . . . . . . .              
51,421,697    
52,972,059 
Return on average assets. . . . . . . . . . . . .       2.02%     
     1.91%<PAGE>
   WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
   CONSOLIDATED STATEMENTS OF CASH FLOWS
                  (UNAUDITED)

                                                                  
            
                
                                                               
Quarter
 Ended December 31,             
                                                                  
            
                
                                                          1998    
     
                          1997     
                                                                  
            
                
                                                                  
      
 (In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income. . . . . . . . . . . . . . . . . . . .  $ 28,318      
$ 27,084 
Adjustments to reconcile net income to net cash provided by
operating
activities
  Amortization of fees, discounts and premiums, net. . . . .     
(  7,915) ( 
5,815)
  Amortization of costs in excess of net assets acquired . .      
  1,514    
1,502 
  Depreciation. . . . . . . . . . . . . . . . . .       570       
    585 
  Gains on investment securities and real estate held for sale    
            
 (48)
 . . . . . . . . . . . . . . . . . . . . . . . . . (    845)
  Decrease (increase) in accrued interest receivable . . . .      
    853     
(591)
  Increase in income taxes payable. . . . . . . .    16,053       
 18,675 
  FHLB stock dividends. . . . . . . . . . . . . .  (  1,974)     
(  1,887)
  Decrease (increase) in other assets . . . . . .       875       
   (109)
  Increase (decrease) in accrued expenses and other liabilities   
          
(1,142)
 . . . . . . . . . . . . . . . . . . . . . . . . .    2,435 
Net cash provided by operating activities . . . .    37,104       
 41,034 

CASH FLOWS FROM INVESTING ACTIVITIES
Loans and contracts originated
  Loans on existing property. . . . . . . . . . .  (246,594)    
( 161,655)
  Construction loans. . . . . . . . . . . . . . .  ( 86,705)     
(107,131)
  Land loans. . . . . . . . . . . . . . . . . . .  ( 31,357)     
( 24,306)
  Loans refinanced. . . . . . . . . . . . . . . .  ( 66,723)    
(  28,972)
                                                                  
            
                
                                        . . . . . (431,379)      
(322,064)
Savings account loans originated. . . . . . . . . (   1,141)    
(   1,516)
Loan principal repayments . . . . . . . . . . . .   470,512       
319,202 
Decrease in undisbursed loans in process. . . . . (  18,960)     
(  9,272)
Loans purchased . . . . . . . . . . . . . . . . . (      62)    
(     434)
Purchase of available-for-sale securities . . . .                
(201,597)  
(10,000)
Principal payments and maturities of available-for-sale
securities           
88,427 
 . . . . . . . . . . . . . . . . . . . . . . . . .         16,584 
Sales of available-for-sale securities. . . . . .      ---        
 10,744 
Principal payments and maturities of held-to-maturity securities  
          
38,431 
 . . . . . . . . . . . . . . . . . . . . . . . . .   24,041 
Proceeds from sale of real estate held for sale .     3,181       
  3,165 
Premises and equipment purchased, net . . . . . .                 
 (1,111)   
(1,232)
Net cash (used) provided by investing activities.   (53,699)      
 29,218 

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in customer accounts . . . . . . . .   104,331       
  4,209 
Net decrease in short-term borrowings . . . . . .  ( 16,403)      
(38,533)
Proceeds from exercise of common stock options. .       194       
    346 
Dividends . . . . . . . . . . . . . . . . . . . .   (12,156)     
( 11,413)
Treasury stock purchases. . . . . . . . . . . . .   (14,473)      
   ---  
Decrease in advance payments by borrowers for taxes and insurance 
         (
14,545)
 . . . . . . . . . . . . . . . . . . . . . . . . . ( 15,084)
Net cash (used) provided by financing activities.                 
 46,948  (
60,475)

Increase in cash. . . . . . . . . . . . . . . . .    30,353       
  9,777 
Cash at beginning of period . . . . . . . . . . .    22,215       
 23,444 
Cash at end of period . . . . . . . . . . . . . .  $ 52,568      
$ 33,221 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Non-cash investing activities
  Real estate acquired through foreclosure. . . . $   1,820    $  
  3,213 
Cash paid during the period for
  Interest. . . . . . . . . . . . . . . . . . . .    64,808       
 68,311 
  Income taxes. . . . . . . . . . . . . . . . . .      ---        
   ---  
<PAGE>
NOTE A - Basis of Presentation

The consolidated interim financial statements included in this
report have
been
prepared by Washington Federal, Inc.
 (Company) without audit.  In the opinion of management, all
adjustments
(consisting
only of normal recurring accruals)
 necessary for a fair presentation are reflected in the interim
financial
statements. 
 The September 30, 1998 Consolidated
 Statement of Financial Condition was derived from audited
financial
statements.

NOTE B - Cash Dividend Paid

Dividends per share increased to 24 cents for the quarter ended
December 31,
1998
compared with 22 cents for the same
 period one year ago.  On January 22, 1999 the Company paid its
64th
consecutive
quarterly cash dividend.

NOTE C - Stock Dividend

On January 27, 1999, the Board of Directors of the Company
declared an
eleven-for-ten
stock split in the form of a 10%
 stock dividend to stockholders of record on February 12, 1999 to
be
distributed on
February 26, 1999. All previously
 reported per share amounts will be adjusted accordingly.

NOTE D - Comprehensive Income

During the quarter ended December 31, 1998, the Company adopted
the provisions
of
Statement of Financial Accounting
 Standards (SFAS) No. 130,"Reporting Comprehensive Income". The
standard
requires that
comprehensive income and its
 components be disclosed in the financial statements. The
Company's
comprehensive
income includes all items which
 comprise net income plus the unrealized holding gains on
available-for-sale
securities. In accordance with the provisions
 of SFAS No. 130, the Company's total comprehensive income for
the quarters
ending
December 31, 1998 and December
 31, 1997 totaled $23,318,000 and $30,084,000, respectively. The
difference
between
the Company's net income and total
 comprehensive income for these periods equals the change in the
net
unrealized gain
and loss on securities available-for-sale
 during the applicable periods.













Note E - Earnings per Share

SFAS No. 128, "Earnings per Share" was issued in February, 1997.
Under SFAS
No. 128,
the Company is required to
 present both basic and diluted EPS on the face of its statement
of
operations. The
following table provides a reconciliation
 of the numerators and denominators of the basic and diluted
computations.
    Income                          Shares          Per-Share   
  (Numerator)                     (Denominator)     
    Amount
Basic EPS
 Income available to common
 stockholders           28,318,000          50,976,106            
    .56

Diluted EPS                  
 Income available to common stockholders
  plus assumed conversions28,318,000        51,421,697            
    .55<PAGE>
GENERAL

Washington Federal, Inc. (the Company) is a savings and loan
holding company. 
The
Company's primary operating
 subsidiary is Washington Federal Savings (the Association).

YEAR 2000

This discussion constitutes a "Year 2000 Readiness Disclosure"
within the
meaning of
the Year 2000 Information and
 Readiness Disclosure Act of 1998 and contains forward-looking
statements that
have
been prepared on the basis of the
 Company's best judgment and currently available information.
These
forward-looking
statements are inherently subject to
 significant business, third-party and regulatory uncertainties
and
contingencies,
many of which are beyond the control of
 the Company. In addition, these forward-looking statements are
based on the
Company's
current assessments and renovation
 plans, which are based on certain representations of third-party
servicers
and are
subject to change. Accordingly, there can
 be no assurance that the Company's results of operations will
not be
adversely
affected by difficulties or delays in the
 Company's or third-party's Year 2000 readiness efforts. See
below for a
discussion
of factors that may cause such forward-
looking statements to differ from actual results.

Most existing computer programs use only two digits to identify
the year in a
date
field, making the assumption that the
 year's first two digits will always be 19. These programs were
developed
without
considering the impact of the upcoming
 change in the century. If not corrected, many computer
applications could
fail or
create erroneous results on or after
 January 1, 2000. For example, if an interest calculation were
made for the
month of
January 2000, but the system assumed
 the year was 1900, the results could be materially erroneous.

A few years ago, the Company began to assess the Year 2000 issue,
including
upgrades
to its software and hardware. Based
 on this assessment, the Company implemented a plan to renovate
and implement
its
computer applications by December
 31, 1998. As of December 31, 1998, 100% of the renovation and
implementation
of
mission critical systems had been
 completed.

The Company's assessment segregated computer applications into
three
categories:
mission critical systems, secondary
 systems and embedded systems. The mission critical systems were
identified as
those
systems necessary to deliver our
 products to our customer base. The success of our Year 2000
renovation
relies, in
part, on the representations of third-party
 servicers. The mission critical applications, which were all
written
internally, have
been renovated and are now being tested
 by the Company's information systems department.

The Company's secondary systems are primarily personal
computer-based software
programs which provide financial data
 for internal use. Examples of these secondary systems include
payroll, fixed
assets
and accounts payable. Most of these
 systems were written by third-party servicers and the Company
relies on their
written
representations that their software
 is Year 2000 compliant.

The Company's embedded systems include items as diverse as the
computer chips
in the
heating, ventilation and air
 conditioning system to office building elevators. The Company
has identified
those
systems and relies on written
 representations of the third-party servicers.

Every two months, the Company reports to its Board of Directors
the progress
made in
addressing the Year 2000 issue,
 including time lines and percentage of completion. Management
has met its
target of
December 31, 1998, to have its
 systems renovated and implemented. Validation testing will
continue
throughout 1999.
Management recently reported the
 results of an Office of Thrift Supervision examination of the
Company's Year
2000
compliance issues to the Board of
 Director, which found the report to be satisfactory.

Through December 31, 1998, the Company has not incurred any
material
incremental costs
to become Year 2000 compliant.
 The Company's mission critical systems are being renovated and
tested by the
already
existing information systems staff.
 Less than $1 million has been spent on the Year 2000 project to
date. The
Company
estimates the total amount of time and
 money expended to become Year 2000 compliant will have no
material impact on
the
Company's results of operations or
 financial condition.

Based on its current assessments and renovation plans, which are
based in part
on
certain representations of third-party
 servicers, the Company does not expect that it will experience a
significant
disruption of its operations as a result of the
 change to the new millennium. Although the Company has no reason
to conclude
that a
failure will occur, the most
 reasonably likely worst-case Year 2000 scenario would entail a
disruption or
failure
of the Company's power supply or
 voice and data transmission suppliers, a computer system, a
third-party
servicer, or
a facility. If such a failure were to
 occur, the Company would implement its contingency plan. The
Company
continues
enhancing its existing contingency
 plans to service our customers in case events beyond our control
impact our
computer
system. While it is impossible to
 quantify the impact of such a scenario, the most reasonably
likely worst-case
scenario would entail a diminishment of
 service levels, some customer inconvenience, and additional
costs from the
contingency plan implementation, which are
 not currently estimable. While the Company has contingency plans
to address a
temporary disruption in these services, there
 can be no assurance that any disruption or failure will be only
temporary,
that the
Company's contingency plans will
 function as anticipated, or that the results of operations of
the Company
will not
be adversely affected in the event of a
 prolonged disruption or failure
 . 
INTEREST RATE RISK

The Company accepts a high level of interest rate volatility as a
result of
its policy
to originate fixed-rate single family home
 loans which are longer-term than the short-term characteristics
of its
liabilities
of customer accounts and borrowed money. 
 At December 31, 1998 the Company had a negative one year
maturity gap of
approximately 42% of total assets.




The interest rate spread declined to 2.69% at December 31, 1998
from 2.73% at
September 30, 1998. The decline was,
 in large part, due to the continuing flat yield curve. During
this phase of
the
interest rate cycle the Company chose to
 control its asset growth, strengthen its capital position and 
deleverage the
balance
sheet by reducing its borrowed money.
 FHLB advances and other borrowed money declined to an equivalent
of 27.3% of
total
assets at December 31, 1998,
 compared to 28.0% of total assets at September 30, 1998.

LIQUIDITY AND CAPITAL RESOURCES

The Company s net worth at December 31, 1998 was $764,055,000 or
13.4% of
total
assets. This is a decrease of
 $3,117,000 from September 30, 1998, when net worth was
$767,172,000 or 13.6%
of total
assets. The $3,117,000
 decrease in the Company's net worth includes $12,156,000 of cash
dividends
paid,
stock repurchases of $14,473,000 and
 a $5,000,000 reduction in the valuation reserve for
available-for-sale
securities.
Net worth was increased by the
 $28,318,000 generated from net income. During the quarter ended
December 31,
1998,
607,000 shares of common stock
 were repurchased at an average price of $23.84 under the
September 1998
common stock
repurchase program.

The Company's percentage of net worth to total assets is among
the highest in
the
nation and the Association's regulatory
 capital ratios are over three times the minimum required under
Office of
Thrift
Supervision ("OTS") regulations. 
 Management believes this strong net worth position will help
protect earnings
against
interest rate risk and enable it to
 compete more effectively for controlled growth through
acquisitions and
customer
deposits increases.
                                                  
The Company s cash and investment securities amounted to
$260,691,000, a
$4,463,000
increase from a quarter ago.

The minimum liquidity levels of the Association are governed by
the
regulations of the
OTS.  Liquidity is defined as the
 ratio of average cash and eligible unpledged investment
securities and
mortgage-
backed securities to the sum of average
 withdrawable savings plus short-term (one year) borrowings. 
Currently, the
Association is required to maintain  total
 liquidity at four percent.  At December 31, 1998, total
liquidity was 27.15%. 

CHANGES IN FINANCIAL POSITION

Available-for-sale and held-to-maturity securities. The Company
purchased
$201,597,000
of mortgage-backed securities
 during the first quarter of fiscal 1999, all of which have been
categorized
as
available-for-sale. As of December 31, 1998,
 the Company had unrealized gains of $30,000,000, net of tax,
which are
recorded as
part of stockholders' equity. 




Loans receivable.  Loans receivable declined less than 1% during
the quarter
to
$4,129,064,000 at December  31, 1998
 from $4,143,525,000 at September 30, 1998. The loans receivable
balance
decreased
even though loan originations
 increased to $431,379,000, an increase of 34% from the prior
year quarter.

The Company measures loans that will not be repaid in accordance
with their
contractual terms using a discounted cash flow
 methodology or the fair value of the collateral for certain
loans. Smaller
balance
loans are excluded with limited exceptions.
 At December 31, 1998, the Company's recorded investment in
impaired loans was
$23,074,000, of which $21,182,000
 had allocated reserves of $2,982,000. The average balance of
impaired loans
during
the quarter was $15,704,000 and
 interest income(cash received) from impaired loans was $96,000. 

Costs in excess of net assets acquired. The Company periodically
monitors
these assets
for potential impairment of which
 there was none at December 31, 1998. The Company will continue
to evaluate
these
assets and, if appropriate, provide
 for any diminuition in value of these assets.

Customer accounts. Customer accounts increased $104,331,000, or
3%, to
$3,260,533,000
at December 31, 1998
 compared with $3,156,202,000 at September 30, 1998. 

FHLB advances and other borrowings. Total borrowings decreased to
$1,561,916,000.  See
Interest Rate Risk above.

RESULTS OF OPERATIONS

  
Net interest income increased $1,597,000 (3%) to $52,553,000 for
the December
1998
quarter from $50,956,000 a year
 ago despite a drop in the interest rate spread. The net interest
spread was
2.69% at
December 31, 1998 compared to 2.73%
 at September 30, 1998 and 2.80% at December 31, 1997. This
increase resulted
largely
from the increase in amortization
 of deferred fees and discounts due to the high prepayments in
the loan and
mortgage-
backed securities portfolio.

Interest income on loans decreased $2,189,000 (2%) to $89,952,000
for the
quarter
ended December 1998 from
 $92,141,000 a year ago. Average interest rates on loans 
decreased to 7.93%
from 
8.27% a year ago.

Interest income on mortgage-backed securities increased
$1,527,000 (9%) to
$18,866,000
for the quarter ended December
 31, 1998 versus $17,339,000 the same period one year ago. The
weighted
average yield
of 7.24% at December 31, 1998
 was lower than the 7.56% at December 31, 1997.

Interest on investments decreased $1,177,000 (17%) in the quarter
versus the
year ago
quarter.  The weighted average yield
 increased to 7.90% at December 31, 1998 compared with 7.70% at
December 31,
1997. 
The combined investment
 securities and FHLB stock portfolio decreased to  $311,147,000
at December
31, 1998
versus $387,372,000 one year ago.


Interest expense on customer accounts increased $1,544,000 (4%)
to $40,744,000
for the
quarter ended December 31, 1998
 from $39,200,000 for the same period one year ago. The average
cost of
customer
accounts decreased to 4.99% at quarter
 end compared to 5.16% one year ago. 

Interest on FHLB advances and other borrowings decreased
$4,980,000 (19%) to
$21,096,000 for the December 1998
 quarter compared with $26,076,000 for the same quarter a year
ago.  The
average rates
paid at December 31, 1998
 decreased to 5.37% versus 5.57% at December 31, 1997.

Other income increased $1,534,000 (81%) for the December 1998
quarter compared
with
the December  1997 quarter. The
 increase in other income included several non-recurring real
estate
transactions, the
largest of which provided the Company
 $1 million of pre-tax net income. There were no gains on sale of
available-for-sale
securities in the December 1998 quarter
 versus $745,000 in gains in the December 1997 quarter.

Other expense increased $837,000 (8%) for the quarter ended
December 1998
compared
with the December 1997 quarter,
 after adjusting for the $167,000 increase in deferred loan
origination costs
associated with higher loan volumes. Other
 expense for the December 1998 quarter equalled .82% of average
assets
compared to
 .76% for the same quarter a year
 ago, while the number of staff, including part-time employees on
a full-time
equivalent basis, were 682 and 660 for the
 two periods, respectively.

Income taxes increased $1,154,000 (8%) in the December 1998
quarter due to a
higher
taxable income base. The effective
 tax rate was 36.2% for December 1998 and 35.5%for the December
1997 quarter.
 
IMPACT OF INFLATION AND CHANGING PRICES

The Consolidated Financial Statements and related Notes presented
elsewhere
herein
have been prepared in accordance with
 generally accepted accounting principles, which require the
measurement of
financial
position and operating results in terms
 of historical dollars without considering changes in the
relative purchasing
power
of money over time due to inflation.

Unlike many industrial companies, substantially all of the assets
and
virtually all
of the liabilities of the Company are
 monetary in nature.  As a result, interest rates have a more
significant
impact on
the Company's performance than the
 general level of inflation.  Over short periods of time,
interest rates may
not
necessarily move in the same direction or in
 the same magnitude as inflation.<PAGE>
PART II - Other Information

Item 1.                                   Legal Proceedings

From time to time the Company or its subsidiaries are engaged in
legal
proceedings in
the ordinary course of business, none
 of which are considered to have a material impact on the
Company's financial
position
or results of operations.

Item 2.                                   Changes in Securities

Not applicable

Item 3.                                   Defaults upon Senior
Securities

Not applicable

Item 4.                                   Submission of Matters
to a Vote of
Stockholders

Not applicable

Item 5.                                   Other information

Not applicable

Item 6.                                   Exhibits and Reports on
Form 8-K

Not applicable




















                                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.




     \S\ Guy C. Pinkerton             
    
February 12, 1999                    GUY C. PINKERTON
  Chairman, President and
  Chief Executive Officer





     \S\ Ronald L. Saper              
    
February 12, 1999                    RONALD L. SAPER
  Executive Vice-President and
  Chief Financial Officer






       \S\ Keith D. Taylor            
    
February 12, 1999                    KEITH D. TAYLOR
  Senior Vice-President and
  Treasurer
<PAGE>


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