WASHINGTON FEDERAL INC
10-Q, 1999-05-14
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. .. . .. . .. . .         March
31, 1999 
  

[   ]  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        March 31, 1999             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:                                        
April 30,
 1999

      Common stock, $1.00 par value                               
54,664,450
 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 March 31, 1999 and September 30, 1998 .  . .  . . 
 . . 
  Page 3

         Consolidated Statements of Operations for the three
         and six months ended March 31, 1999 and 1998.  . .  . . 
 . . 
  Page 4

         Consolidated Statements of Cash Flows for the
         six months ended March 31, 1999 and 1998  . .  . .  . . 
 . . 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 14

Item 2.        Changes in Securities. .  . .  . .  . .  . .  . ..
 . .  . . 
  Page 14

Item 3.        Defaults upon Senior Securities. .  . .  . .  . ..
 . .  . . 
  Page 14

Item 4.        Submission of Matters to a Vote of Stockholders ..
 . .  . .  .
 . 
  Page 14

Item 5.        Other Information .  . .  . .  . .  . .  . .  . ..
 . .  . .
Page 14

Item 6.        Exhibits and Reports on Form 8-K .  . .  . .  . ..
 . .  . . 
  Page 14

         Signatures  . .  . .  . .  . .  . .  . .  . .  . .  .
 .Page 15<PAGE>
                  WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                 (UNAUDITED)

                                                                  
            
          
              . . . . . . . . . . . . . . . . .March 31, 1999
September 30,
1998 
                                                                  
            
          
                (In thousands, except per share data)             
    
ASSETS
Cash. . . . . . . . . . . . . . . . . . . . . .              $  
23,426    $   
22,215 
Available-for-sale securities . . . . . . . . .  958,118       
764,188 
Held-to-maturity securities . . . . . . . . . .  370,238       
445,871 
Loans receivable. . . . . . . . . . . . . . . .4,155,921     
4,143,525 
Interest receivable . . . . . . . . . . . . . .   34,771        
35,175 
Premises and equipment, net . . . . . . . . . .   50,837        
48,882 
Real estate held for sale . . . . . . . . . . .   19,428        
16,193 
FHLB stock. . . . . . . . . . . . . . . . . . .  104,993       
101,050 
Costs in excess of net assets acquired. . . . .   50,611        
53,639 
Other assets. . . . . . . . . . . . . . . . . .                  
5,253        
 6,273 
                                                                  
            
          
              . . . . . . . . . . . . . . . . .$5,773,596   
$5,637,011 
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Customer accounts
    Savings and demand accounts . . . . . . . .             
$3,228,357    
$3,071,175 
    Repurchase agreements with customers. . . .                
105,162        
85,027 
                                                                  
            
          
            . . . . . . . . . . . . . . . . . .3,333,519     
3,156,202 

FHLB advances . . . . . . . . . . . . . . . . .  955,500     
1,356,500 
Other borrowings, primarily securities sold under agreements to
repurchase     
       
 . . . . . . . . . . . . . . . . . . . . . . . .579,086         
221,819 
Advance payments by borrowers for taxes and insurance. .        
20,890        
25,332 
Federal and state income taxes. . . . . . . . .   63,376        
63,969 
Accrued expenses and other liabilities. . . . .                 
47,041        
46,017 
                                                                  
            
          
            . . . . . . . . . . . . . . . . . .4,999,412     
4,869,839 
Stockholders' equity
Common stock, $1.00 par value, 100,000,000 shares authorized;
   62,090,321 and 56,423,961 shares issued; 55,898,729 and
   51,446,129 shares outstanding. . . . . . . .   62,090        
56,424 
Paid-in capital . . . . . . . . . . . . . . . .  783,727       
714,700 
Valuation adjustment for available-for-sale securities, net of
taxes           
25,000 
 . . . . . . . . . . . . . . . . . . . . . . . .35,000 
Treasury stock, at cost; 6,191,592 and 4,977,832 shares.     ( 
107,991)    (  
92,221)
Retained earnings . . . . . . . . . . . . . . .                 
11,358        
53,269 
                                                                  
            
          
            . . . . . . . . . . . . . . . . . .   774,184      
767,172 
                                                                  
            
          
            . . . . . . . . . . . . . . . . . .$5,773,596   
$5,637,011 

CONSOLIDATED FINANCIAL HIGHLIGHTS
Stockholders' equity per share. . . . . . . . .$     13.85   $    
13.56
Stockholders' equity to total assets. . . . . .      13.41%       
13.61%
Loans serviced for others . . . . . . . . . . .              $  
56,595     $  
73,606 
Weighted average rates at period end
   Loans and mortgage-backed securities . . . .       7.67%       
 7.98%
   Investment securities* . . . . . . . . . . .       8.15        
 7.76 
   Combined rate on loans, mortgage-backed securities and
investment
securities     
 . . . . . . . . . . . . . . . . . . . . . . . .      7.69         
 7.96 
   Customer accounts. . . . . . . . . . . . . .       4.80        
 5.09 
   Borrowings . . . . . . . . . . . . . . . . .       5.20        
 5.50 
      Combined cost of customer accounts and borrowings . . . . .
 . .        
4.93 5.23 
   Interest rate spread . . . . . . . . . . . .       2.76        
 2.73 
*Includes municipal bonds at tax equivalent yields      WASHINGTON
 FEDERAL, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF OPERATIONS
  (UNAUDITED)

                                                                  
            
    
    Quarter Ended March 31,            Six Months Ended March 31,
                                                                  
            
   1999     
 . . . . . . . .     1998              1999        1998    
                                                                  
            
      (In
 thousands, except per share data)
INTEREST INCOME
Loans. . . . . . . . . . . . $ 87,322 $ 91,659    $177,274 
$183,800 
Mortgage-backed securities .   21,016   16,739      39,882   
34,078 
Investment securities. . . .    4,923    6,533      10,498   
13,285 
                                                                  
            
 113,261 
 . . . . . . . . . . 114,931  227,654  231,163 

INTEREST EXPENSE
Customer accounts. . . . . .   39,744   38,198      80,488   
77,398 
FHLB advances and other borrowings . .  20,690      24,742   
41,786        
50,818 
                                                                  
            
   60,434 
 . . . . . . . . . .  62,940  122,274              128,216 

Net interest income. . . . .   52,827   51,991     105,380  
102,947 
Provision for loan losses. .               204         172      
383           
331 
Net interest income after provision for loan losses          
52,623        
51,819   104,997 
 . . . . . . . . . . 102,616 

OTHER INCOME
Gain on sale of securities .    1,344    1,591       1,344    
2,336 
Other. . . . . . . . . . . .    2,141    1,383       5,568    
2,531 
                                                                  
            
        3,485 
 . . . . . . . . . . . 2,974    6,912    4,867 

OTHER EXPENSE
Compensation and fringe benefits . . .   6,844       6,237   
13,479        
12,054 
Federal insurance premiums .      466      446         900      
892 
Occupancy expense. . . . . .    1,024    1,045       2,008    
2,095 
Other. . . . . . . . . . . .    3,727    3,809       7,144    
7,296 
                                                                  
            
       12,061 
 . . . . . . . . . . .11,537   23,531   22,337 
Gains on real estate owned, net. . . .                  46       
95           
 94       196 
Income before income taxes .   44,093   43,351      88,472   
85,342 
Income taxes . . . . . . . .   15,566   15,389      31,627   
30,296 
NET INCOME . . . . . . . . . $ 28,527 $ 27,962    $ 56,845  $
55,046 

PER SHARE DATA
Basic earnings per share . .         $     .51   $     .48        
     $     
1.01 $      .95 
Diluted earnings per share .         $     .51   $     .48        
     $     
1.01 $      .94 
Cash dividends . . . . . . .         $     .22   $     .20        
     $      
 .44 $      .40 
Weighted average number of shares outstanding,
  including dilutive stock options . .          56,388,998        
     
58,279,492 56,463,675    58,266,133 
Return on average assets . .      2.00%    1.99%       2.01%    
1.95% 
<PAGE>
                     WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (UNAUDITED)
                                                            Six
Months Ended
March 31,       
                                                             1999 
            
           1998   
                                                                  
            
          
                                                             (In
thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income . . . . . . . . . . . . . . . . . .             $
56,845            
         $ 55,046 
Adjustments to reconcile net income to net cash provided by
operating
activities
  Amortization of fees, discounts and premiums, net.       (
14,373)           
         ( 12,211)
  Amortization of costs in excess of net assets acquired          
            
            3,028 
 . . . . . . . . . . . . . . . . . . . . 3,010 
  Depreciation . . . . . . . . . . . . . . . .               
1,140            
            1,170 
  Gains on investment securities and real estate held for sale    
            
         (  1,438)
 . . . . . . . . . . . . . . . . . . .(  2,531)
  Decrease (increase) in accrued interest receivable           
404            
             (330)
  Increase in income taxes payable . . . . . .               
2,522            
            7,105 
  FHLB stock dividends . . . . . . . . . . . .             ( 
3,943)           
         (  3,712)
  Decrease (increase) in other assets. . . . .               
3,905            
              (23)
  Increase (decrease) in accrued expenses and other liabilities   
            
              924 
 . . . . . . . . . . . . . . .      (      414)
Net cash provided by operating activities. . .              
49,014            
           47,110 

CASH FLOWS FROM INVESTING ACTIVITIES
Loans and contracts originated
  Loans on existing property . . . . . . . . .            
(491,348)           
         (328,344)
  Construction loans . . . . . . . . . . . . .            
(180,753)           
         (213,394)
  Land loans . . . . . . . . . . . . . . . . .             (
46,783)           
         ( 34,223)
  Loans refinanced . . . . . . . . . . . . . .            
(118,546)           
         ( 79,411)
                                                                  
            
          
                                           .(837,430)     
(655,372)
Savings account loans originated . . . . . . .             ( 
1,958)           
         (  2,808)
Loan principal repayments. . . . . . . . . . .             
849,517            
          706,766 
Decrease in undisbursed loans in process . . .             (
20,509)           
          ( 5,097)
Loans purchased. . . . . . . . . . . . . . . .            (    
256)           
        (     868)
Purchase of available-for-sale securities. . .            
(413,749)           
          (65,980)
Principal payments and maturities of available-for-sale
securities  
 . . . . . . . . . . . . . . . . . . . 195,924              
47,599 
Sales of available-for-sale securities . . . .              
11,344            
           32,335 
Principal payments and maturities of held-to-maturity securities  
            
                  
 . . . . . . . . . . . . . . . . . . . .76,524              
47,904 
Proceeds from sale of real estate held for sale  . .         
6,476            
            7,080 
Premises and equipment purchased, net  . . . .             
(3,095)            
           (1,800)
Net cash provided (used) by investing activities . .     
(137,212)            
           109,759

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in customer accounts. . . . . . .             
177,317            
           46,421 
Decrease in short-term borrowings. . . . . . .             (
43,733)           
         (173,054)
Repayments of long-term borrowings . . . . . .                
- ---             
           (2,500)
Proceeds from exercise of common stock options                 
328            
              336 
Proceeds from employee stock ownership plan. .   669         
1,637 
Treasury stock purchased . . . . . . . . . . .             
(16,271)           
              --- 
Dividends. . . . . . . . . . . . . . . . . . .             (
24,459)           
        (  22,950)
Decrease in advance payments by borrowers for taxes and insurance 
 
 . . . . . . . . . . . . . . . . . . .(  4,442)           (  
4,612)
Net cash provided (used) by financing activities . .         
89,409           
         (154,722)

Increase in cash . . . . . . . . . . . . . . . 1,211         
2,147 
Cash at beginning of period. . . . . . . . . .              
22,215            
           23,444 
Cash at end of period. . . . . . . . . . . . .            $ 
23,426            
        $  25,591 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Noncash investing activities
  Real estate acquired through foreclosure . .            $  
9,617            
        $   5,459 
Cash paid during the period for
  Interest . . . . . . . . . . . . . . . . . .             
123,728            
          130,569 
  Income taxes . . . . . . . . . . . . . . . .              
28,871            
           27,000 <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 22 cents for the quarter ended
March 31, 1999
 compared with 20 cents for the same period one year ago.  On
April 30, 1999
the
 Company paid its 65th 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 which was distributed on February 26, 1999. All
previously reported
per
 share amounts have been adjusted accordingly. 

NOTE D - Comprehensive Income


On October 1, 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 ended March 31, 1999 and March 31, 1998
totaled
$23,527,000
 and $27,962,000, respectively. The total comprehensive income
for the six
months
 ended March 31, 1999 and March 31, 1998 totaled $46,845,000 and
$58,046,000,
 respectively. The difference between the Company's net income
and total
comprehensive
 income equals the change in the net unrealized gain on
securities
available-for-sale
 during the applicable periods.














NOTE E - Earnings per Share

SFAS No. 128, "Earnings per Share"(SFAS No. 128)" 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              $56,845,000    55,993,508             
     $1.01  
   

Diluted EPS
  Income available to common stockholders
  plus assumed conversions  $56,845,000    56,463,675             
      $1.01 
   <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 consideration of 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. 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. 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. These mission
critical
applications,
 which were all written internally, have been renovated and
tested by the
Company's
 information systems department.

A full scale Year 2000 integration test, where computer clocks
were advanced
to
 simulate year-end 1999 processing,  January 2000 processing and
leap year
processing, 
 occurred in March 1999. The test , which was accomplished over a
weekend,
involved
 representatives of each principal business unit of the Company.
All facets of
our
 mission critical systems were exercised and the results of all
testing
matched the
 predetermined output.



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 systems 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 met its target of December 31, 1998 to have its
systems renovated
and
 implemented and validation testing of all mission critical
systems was
successfully
 completed in March 1999. Management recently reported the
results of an
Office of
 Thrift Supervision examination of the Company's Year 2000
preparedness and
compliance
 issues to the Board of Directors, who found the report to be
satisfactory.

Through March 31, 1999, the Company has not incurred any material
incremental
costs
 to become Year 2000 compliant. The Company's mission critical
systems have
been
 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
plans. The
 Company continues enhancing its existing contingency plans to
service
customers in
 case events beyond its control impact computer systems. 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 in
nature than
 the short-term characteristics of its liabilities of customer
accounts and
borrowed
 money.  At March 31, 1999 the Company had  a negative one year
maturity gap
of
 approximately 44% of total assets.

The interest rate spread increased to 2.76% at March 31, 1999
from 2.73%at
September
 30, 1998.  The increase was, in large part, due to the continued
repricing of
 maturing customer deposits and borrowed money at lower interest
rates. 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 decreased
to an
equivalent of
 26.6% of total assets at March 31, 1999, compared to 28.0% of
total assets at
 September 30, 1998.

LIQUIDITY AND CAPITAL RESOURCES

The Company's net worth  at March 31, 1999 was $774,184,000 or
13.4% of total
assets. 
 This is an increase of $7,012,000 from September 30, 1998 when
net worth was
 $767,172,000 or 13.6% of total assets. The increase in the
Company's net
worth
 includes $56,845,000 generated from net income. Net worth was
reduced by the
 $24,459,000 of cash dividends paid, $10,000,000 of reduction in
the valuation
 reserves for available-for-sale securities and stock repurchases
of
$16,271,000
 during the six months ended March 31, 1999. For the six month
period ended
March 31,
 1999, 744,700 shares of common stock were repurchased at an
average price of
$21.85
 under the September 1998 common stock repurchase program.
Subsequent to March
31,
 1999, the Board of Directors authorized an additional 2,700,000
shares
available for
 repurchase. This leaves a total of 3.3 million shares available
for
repurchase under
 all authorizations.

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 increased customer deposits.

The Company's cash and investment securities amounted to
$187,111,000, a 
$69,117,000
 decrease from six months ago. The decrease results primarily
from the
maturity of
 $68,500,000 of investment securities which were not replaced as
the Company
continued
 its emphasis on production of higher yielding loans.

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
March 31,
 1999, total liquidity was 15.90%.


CHANGES IN FINANCIAL CONDITION

Available-for-sale and held-to-maturity securities. The Company
purchased
$413,749,000
of mortgage-backed securities during the six month period, all of
which were
 categorized as available-for-sale. As of March 31, 1999, the
Company had
unrealized
 gains on available-for-sale securities of $25,000,000, net of
tax, which were
 recorded as part of stockholders' equity.

Loans receivable.  Loans receivable increased slightly during the
six-month
period to
 $4,155,921,000 at March 31, 1999 from $4,143,525,000 at
September 30, 1998. 
The net
 loans receivable balance remained relatively flat despite a 28%
increase in
loan
 originations to $837,430,000 for the six-months ended March 31,
1999 compared
with
 the $655,372,000 for the same period one year ago. 

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 March 31, 1999, the Company's recorded investment
in impaired
loans
 was $6.9 million which had allocated reserves of $2.9 million. 
Loans of $2.6
million
 did not require reserves. The average balance of impaired loans
during the
quarter
 was $16.3 million and interest income (cash received) from
impaired loans was
 $99,000. For the six months ended March 31, 1999 the average
amount of
impaired loans
 was $13.6 million and interest income (cash received) from
impaired loans was
 $195,000. 

Real estate held for sale. Real estate held for sale increased
$3,235,000
(20%) to
 $19,428,000 at March 31, 1999 from $16,193,000 at September 30,
1998. This
increase
 relates primarily to one large builder with loans totalling $4.9
million.
Despite the
 increase in real estate held for sale, non-performing assets as
a percentage
of total
 assets dropped from .44% at September 30, 1998 to .42% at March
31, 1999.

Costs in excess of net assets acquired. The Company periodically
monitors
costs in
 excess of net assets acquired for potential impairment of which
there was
none at
 March 31, 1999. 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 $177,317,000, or
6% to
$3,333,519,000
 at March 31, 1999 compared with $3,156,202,000 at September 30,
1998.         
    
                     

FHLB advances and other borrowings. Total borrowings decreased to
$1,534,586,000.  See
 Interest Rate Risk above.







RESULTS OF OPERATIONS

Net interest income increased $836,000 (2%) to $52,827,000 for
the March 1999
quarter
 from $51,991,000 a year ago, while net interest income increased
$2,433,000
(2%) to
 $105,380,000 for the six months ended March 31, 1999 from the
$102,947,000
for the
 same period of 1998. The net interest spread was 2.76% at March
31, 1999
compared to
 2.69% at December 31, 1998 and 2.79% at March 31, 1998. 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 $4,337,000 (5%) to $87,322,000
for the
quarter
 ended March 31,  1999 from $91,659,000 for the same period one
year ago.  For
the six
 months ended March 31, 1999 interest on loans decreased
$6,526,000 (4%) to
 $177,274,000 from $183,800,000 for the same period one year ago.
The average
balance
 of loans decreased to $4,139,356,000 (1%) for the six months
ending March 31,
1999
 from $4,189,138,000 for the six months ending March 31, 1998.
Average
interest rates
 on loans decreased to 7.83% at March 31, 1999 from 8.20% one
year ago.

Interest income on mortgage-backed securities increased
$4,277,000 (26%) to
 $21,016,000 for the quarter ended March 31, 1999 versus the
$16,739,000 for
the
 quarter one year ago.  Interest on mortgage-backed securities
increased
$5,804,000
 (17%) to $39,882,000 for the six months ended March  31, 1999
compared with
the
 $34,078,000 for the same period one year ago. The average
balance of
mortgage-backed
 securities increased to $1,087,138,000 (19%) for the six months
ended March
31, 1999
 from $916,441,000 for the six months ended March 31, 1998 as the
Company
purchased
 $413,749,000 in mortgage-backed securities to supplement current
loan
production.
 Discount amortization increased 50% to $2,824,000 for the six
months ended
March 31,
 1999 from $1,879,000 for the same period one year ago. The
weighted average
yield 
 of 7.07% at March 31, 1999 was down from the 7.62% at March 31,
1998.  

Interest on investments decreased $1,610,000 (25%) to $4,923,000
for the
quarter ended
 March 31, 1999 versus the $6,533,000 for the quarter one year
ago. Interest
on
 investments decreased $2,787,000 (21%) to $10,498,000 for the
six months
ended March
 31, 1999 compared with the $13,285,000 for the same period one
year ago. The
average
 balance of investments decreased to $301,927,000 (22%) for the
six months
ended March
 31, 1999 from $387,146,000 for the six months ended March 31,
1998. The
weighted
 average yield was 8.15% at March 31, 1999 compared to 7.64% at
March 31,
1998.

Interest expense on customer accounts increased $1,546,000 (4%)
to $39,744,000
for the
 March 1999 quarter from $38,198,000 for the March 1998 quarter.
Interest
expense on
 customer accounts increased $3,090,000 (4%) to $80,488,000 for
the six months
ended
 March 31, 1999 versus $77,398,000 for the same period one year
ago. The
increase
 related to the increase in average customer accounts from
$3,002,159,000 to
 $3,242,397,000 (8%) for the six months ended March 31, 1999 and
1998,
respectively.
 The average cost of customer accounts decreased to 4.80% at
quarter end
compared to
 the 5.14% one year ago.



RESULTS OF OPERATIONS(continued)

Interest on FHLB advances and other borrowings decreased
$4,052,000 (16%) to
 $20,690,000 for the March 1999 quarter compared with the
$24,742,000 for the
March
 1998 quarter.  The six-month figures decreased $9,032,000 (18%)
to
$41,786,000
 compared with the $50,818,000 for the same period one year ago.
The decrease
was due
 to a reduction in the average total borrowings from
$1,811,874,000 to
$1,555,179,000
 (14%) for the six month periods ended March 31, 1999 and 1998,
respectively.
The
 average rates paid at March 31, 1999 decreased to 5.20% versus
5.53% at March
31,
 1998.                                

Other income increased $511,000 (17%) to $3,485,000 for the March
1999 quarter
 compared with the $2,974,000 for the March 1998 quarter.  Other
income
increased
 $2,045,000 (42%) to $6,912,000 for the six months ended March
31, 1999 versus
 $4,867,000 for the same period one year ago.  Gains on the sale
of
available-for-sale
 securities totalled $1,344,000 and for both the quarter and six
months ended
March
 31, 1999. Gains on the sale of available-for-sale securities
totalled
$1,591,000 and
 $2,336,000 for the quarter and six month period ended March 31,
1998,
respectively.
 The increase in other income included several non-recurring real
estate
transactions,
 the largest of which provided the Company $1 million of pre-tax
income during
the
 December 1998 quarter.

Other expense increased $529,000 (4%) and $1,366,000 (6%),
respectively, for
the
 quarter and six months ended March 31, 1999 after adjusting for
a $5,000 and
$172,000
 increase in deferred loan origination costs associated with
higher loan
volume. Other
 expense for the quarter and six months ended March 31, 1999
equalled .84% and
 .82%,
 respectively, of average assets compared to .82% and .79%,
respectively, for
the same
 periods one year ago.  The number of staff, including part-time
employees on
a full-
time equivalent basis, were 686 at March 31, 1999 and 656 at
March 31, 1998.

Income taxes increased $177,000 (1%) and $1,331,000 (4%) for the
quarter and
six
 months ended March 31, 1999, respectively, when compared to the
same periods
one year
 ago due to higher taxable income. The effective tax rate was
35.7% for the
six-month
 period ended March 31, 1999 and 35.5% for the same period ended
March 31,
1998.

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 Association are monetary in nature. 
As a result,
interest
 rates have a more significant impact on the Association'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

The Annual Meeting of Stockholders of Washington Federal, Inc.
was held on
January 27,
 1999.  Three nominees for election as Directors, Anna C.
Johnson, Richard C.
Reed and
 Charles R. Richmond were elected for three-year terms.  The
votes cast for
Anna C.
 Johnson were 45,344,275 shares.  The votes cast for Richard C.
Reed were
45,379,994
 shares .  The votes cast for Charles R. Richmond were 45,427,506
shares.  

The stockholders ratified the appointment of Deloitte & Touche
LLP as
Washington
 Federal, Inc.'s independent public accountants for fiscal 1999
with
45,681,607 votes
 cast for the proposal.

Item 5.                                Other Information

Not applicable

Item 6.                                Exhibits and Reports on
Form 8-K

Not applicable<PAGE>
                                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                
     
May 14, 1999                         GUY C. PINKERTON
  Chairman and
  Chief Executive Officer





  /s/ Ronald L. Saper                 
     
May 14, 1999                         RONALD L. SAPER
  Executive Vice-President and
  Chief Financial Officer






  /s/ Joseph R. Runte                 
     
May 14, 1999                         JOSEPH R. RUNTE
  Vice-President and
  Controller
<PAGE>
  
  
  
  
  
  
  
  
  
    <PAGE>
    <PAGE>


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