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. .. . .. . .. . .          June
 30, 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         June 30, 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:
 JULY 31, 1999


      Common stock, $1.00 par value
 54,658,723
 shares

                  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 June 30, 1999 and September 30, 1998. .  . .  . .
 . .
  Page 3

         Consolidated Statements of Operations for the three
         and nine months ended June 30, 1999 and 1998.  . .  . .
 . .
  Page 4

         Consolidated Statements of Cash Flows for the
         nine  months ended June 30, 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 15

Item 2.        Changes in Securities. .  . .  . .  . .  . .  . ..
 . .  . .
  Page 15

Item 3.        Defaults upon Senior Securities. .  . .  . .  . ..
 . .  . .
  Page 15

Item 4.        Submission of Matters to a Vote of Stockholders ..
 . .  . .  . .
  Page 15

Item 5.        Other Information .  . .  . .  . .  . .  . .  . ..
 . .  . . Page 15

Item 6.        Exhibits and Reports on Form 8-K .  . .  . .  . ..
 . .  . .
  Page 15

         Signatures  . .  . .  . .  . .  . .  . .  . .  . .  .
 .Page 16

                  WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                 (UNAUDITED)



              . . . . . . . . . . . . . . . . . June 30, 1999
 September 30, 1998


                (In thousands, except per share data)

ASSETS

Cash. . . . . . . . . . . . . . . . . . . . . .              $
 27,381    $    22,215
Available-for-sale securities . . . . . . . . .  869,945
 764,188
Held-to-maturity securities . . . . . . . . . .  342,993
 445,871
Loans receivable. . . . . . . . . . . . . . . .4,235,661
 4,143,525
Interest receivable . . . . . . . . . . . . . .   32,949
 35,175
Premises and equipment, net . . . . . . . . . .   50,110
 48,882
Real estate held for sale . . . . . . . . . . .   18,983
 16,193
FHLB stock. . . . . . . . . . . . . . . . . . .  106,891
 101,050
Costs in excess of net assets acquired. . . . .   49,097
 53,639
Other assets. . . . . . . . . . . . . . . . . .
 5,262          6,273


              . . . . . . . . . . . . . . . . .$5,739,272
 $5,637,011
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Customer accounts
    Savings and demand accounts . . . . . . . .
 $3,267,302     $3,071,175
    Repurchase agreements with customers. . . .
 93,143         85,027


            . . . . . . . . . . . . . . . . . .3,360,445
 3,156,202


FHLB advances . . . . . . . . . . . . . . . . .  955,000

1,356,500
Other borrowings, primarily securities sold under agreements to
 repurchase
 . . . . . . . . . . . . . . . . . . . . . . . .560,584
 221,819
Advance payments by borrowers for taxes and insurance. .
 14,458         25,332
Federal and state income taxes. . . . . . . . .   55,329
 63,969
Accrued expenses and other liabilities. . . . .
 44,711         46,017


            . . . . . . . . . . . . . . . . . .4,990,527     ]
 4,869,839
Stockholders' equity
Common stock, $1.00 par value, 100,000,000 shares authorized;
   62,141,265 and 56,423,961 shares issued; 54,635,673 and
   51,446,129 shares outstanding. . . . . . . .   62,141
 56,424
Paid-in capital . . . . . . . . . . . . . . . .  784,320
 714,700
Valuation adjustment for available-for-sale securities, net of
 taxes            10,000
 . . . . . . . . . . . . . . . . . . . . . . . .35,000
Treasury stock, at cost; 7,505,592 and 4,977,832 shares.     (
 135,528)    (   92,221)
Retained earnings . . . . . . . . . . . . . . .
 27,812         53,269


            . . . . . . . . . . . . . . . . . .   748,745
 767,172


            . . . . . . . . . . . . . . . . . .$5,739,272
 $5,637,011

CONSOLIDATED FINANCIAL HIGHLIGHTS
Stockholders' equity per share. . . . . . . . .$     13.70   $
 13.56
Stockholders' equity to total assets. . . . . .      13.05%
 13.61%
Loans serviced for others . . . . . . . . . . .              $
 51,430     $   73,606
Weighted average rates at period end
   Loans and mortgage-backed securities . . . .       7.65%
  7.98%
   Investment securities* . . . . . . . . . . .       8.04
  7.76
   Combined rate on loans, mortgage-backed securities and
 investment securities
 . . . . . . . . . . . . . . . . . . . . . . . .      7.67
  7.96
   Customer accounts. . . . . . . . . . . . . .       4.70
  5.09
   Borrowings . . . . . . . . . . . . . . . . .       5.30
  5.50
      Combined cost of customer accounts and borrowings . . . . .
 . .         4.89 5.23
   Interest rate spread . . . . . . . . . . . .       2.78
  2.73
*Includes municipal bonds at tax equivalent yields
 WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                    (UNAUDITED)




    Quarter Ended  June 30,           Nine Months Ended  June 30,

                  1999
 . . . . . . . .     1998              1999        1998

                    (In
 thousands, except per share data)
INTEREST INCOME
Loans. . . . . . . . . . . . $ 87,458 $ 90,767    $264,732
 $274,567
Mortgage-backed securities .   20,348   17,657      60,230
 51,735
Investment securities. . . .    4,471    6,500      14,969
 19,785

               112,277
 . . . . . . . . . . 114,924  339,931  346,087

INTEREST EXPENSE
Customer accounts. . . . . .   39,544   38,694     120,032
 116,092
FHLB advances and other borrowings . .  19,842      23,184
 61,628         74,002

                 59,386
 . . . . . . . . . .  61,878  181,660              190,094

Net interest income. . . . .   52,891   53,046     158,271
 155,993
Provision for loan losses. .               301         224
 684            555
Net interest income after provision for loan losses
 52,590         52,822   157,587
 . . . . . . . . . . 155,438

OTHER INCOME
Gain on sale of securities .    1,403    1,633       2,747
 3,969
Other. . . . . . . . . . . .    1,626    1,406       7,194
 3,937

                      3,029
 . . . . . . . . . . . 3,039    9,941    7,906

OTHER EXPENSE
Compensation and fringe benefits . . .   6,659       6,427
 20,138         18,481
Federal insurance premiums .      461      450       1,361
 1,342
Occupancy expense. . . . . .      967      977       2,975
 3,072
Other. . . . . . . . . . . .    3,421    3,712      10,565
 11,008

                     11,508
 . . . . . . . . . . .11,566   35,039   33,903

Gains on real estate owned, net. . . .                  10
 40            104       236
Income before income taxes .   44,121   44,335     132,593
 129,677
Income taxes . . . . . . . .   15,373   15,883      47,000
 46,179
NET INCOME . . . . . . . . . $ 28,748 $ 28,452    $ 85,593  $
 83,498

PER SHARE DATA
Basic earnings per share . .         $     .53   $     .49
      $      1.54 $     1.45
Diluted earnings per share .         $     .52   $     .49
      $      1.53 $     1.44
Cash dividends . . . . . . .         $     .23   $     .21
      $       .67 $      .61
Weighted average number of shares outstanding,
  including dilutive stock options . .          55,219,596
       58,318,867 56,053,157    58,253,922
Return on average assets . .      2.01%    2.05%       2.01%
 1.99%


                     WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (UNAUDITED)
                                                           Nine
 Months Ended  June 30,
                                                             1999
                         1998


                                                             (In
 thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income . . . . . . . . . . . . . . . . . .             $
 85,593                      $ 83,498
Adjustments to reconcile net income to net cash provided by
 operating activities
  Amortization of fees, discounts and premiums, net.       (
 20,315)                     ( 20,690)
  Amortization of costs in excess of net assets acquired
                          4,542
 . . . . . . . . . . . . . . . . . . . . 4,524
  Depreciation . . . . . . . . . . . . . . . .
 1,710                         1,755
  Gains on investment securities and real estate held for sale
                       (  2,851)
 . . . . . . . . . . . . . . . . . . .(  4,205)
  Decrease in accrued interest receivable. . .
 2,226                         1,365
  Increase in income taxes payable . . . . . .
 2,475                         9,161
  FHLB stock dividends . . . . . . . . . . . .             (
 5,841)                     (  5,592)
  Decrease in other assets . . . . . . . . . .
 3,896                           100
  Increase (decrease) in accrued expenses and other liabilities
                         (1,406)
 . . . . . . . . . . . . . . .           3,941
Net cash provided by operating activities. . .
 70,029                        73,857

CASH FLOWS FROM INVESTING ACTIVITIES
Loans and contracts originated
  Loans on existing property . . . . . . . . .
 (768,425)                     (540,645)
  Construction loans . . . . . . . . . . . . .
 (303,742)                     (358,920)
  Land loans . . . . . . . . . . . . . . . . .             (
 73,792)                     ( 77,199)
  Loans refinanced . . . . . . . . . . . . . .
 (148,717)                     (119,404)


                                          (1,294,676)
 (1,096,168)
Savings account loans originated . . . . . . .             (
 3,183)                     (  3,880)
Loan principal repayments. . . . . . . . . . .
 1,194,042                     1,111,384
Increase in undisbursed loans in process . . . 15,410
 40,651
Loans purchased. . . . . . . . . . . . . . . .            (
 452)                    (   1,445)
Purchase of available-for-sale securities. . .
 (423,749)                     (102,865)
Principal payments and maturities of available-for-sale
 securities
 . . . . . . . . . . . . . . . . . . . 262,033
 110,625
Sales of available-for-sale securities . . . .
 22,726                        43,969
Principal payments and maturities of held-to-maturity securities

 . . . . . . . . . . . . . . . . . . . 104,128
 87,046
Proceeds from sale of real estate held for sale  . .
 10,082                         8,191
Premises and equipment purchased, net  . . . .
 (2,938)                       (2,484)
Net cash provided (used) by investing activities . .
 (116,577)                       195,024

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in customer accounts. . . . . . .
 204,243                       105,123
Decrease in short-term borrowings. . . . . . .             (
 62,735)                     (723,258)
Proceeds from long-term borrowings . . . . . .  ---
 400,000
Repayments of long-term borrowings . . . . . .
 ---                        (2,500)
Proceeds from exercise of common stock options
 972                           940
Proceeds from employee stock ownership plan. .   669
 1,637
Treasury stock purchased . . . . . . . . . . .
 (43,808)                         ---
Dividends. . . . . . . . . . . . . . . . . . .             (
 36,753)                    (  35,013)
Decrease in advance payments by borrowers for taxes and insurance

 . . . . . . . . . . . . . . . . . . .( 10,874)           (
 11,316)
Net cash provided (used) by financing activities . .
 51,714                      (264,387)

Increase in cash . . . . . . . . . . . . . . . 5,166
 4,494
Cash at beginning of period. . . . . . . . . .
 22,215                        23,444
Cash at end of period. . . . . . . . . . . . .            $
 27,381                     $  27,938

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Noncash investing activities
  Real estate acquired through foreclosure . .            $
 12,768                     $   7,708
Cash paid during the period for
  Interest . . . . . . . . . . . . . . . . . .
 184,364                       188,139
  Income taxes . . . . . . . . . . . . . . . .
 44,022                        41,000 

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 23 cents for the quarter ended
 June 30, 1999 compared
 with 21 cents for the same period one year ago.  On July 30,
 1999 the Company paid
 its 66th 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 June 30, 1999 and June 30, 1998
 totaled $13,748,000 and
 $28,452,000, respectively. The total comprehensive income for
 the nine months ended
 June 30, 1999 and June 30, 1998 totaled $60,593,000 and
 $86,498,000, 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              $85,593,000    55,592,156
      $1.54

Diluted EPS

  Income available to common stockholders
  plus assumed conversions  $85,593,000    56,053,157
       $1.53
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).

THE YEAR 2000 ISSUE

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. 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
representation 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 June 30, 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 assumes a high level of interest rate risk 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 June 30, 1999 the Company had  a negative one year
maturity gap of
 approximately 45% of total assets.

The interest rate spread increased to 2.78% at June 30, 1999 from
2.73%at September
 30, 1998. This 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 26.4% of total
 assets at June 30, 1999, compared to 28.0% of total assets at
September 30, 1998.

LIQUIDITY AND CAPITAL RESOURCES

The Company's net worth  at June 30, 1999 was $748,745,000 or
13.1% of total assets.
 This is a  decrease of $18,427,000 from September 30, 1998 when
net worth was
 $767,172,000 or 13.6% of total assets. The decrease in the
Company's net worth
 included $36,753,000 of cash dividends paid, $25,000,000 of
reduction in the
 valuation reserves for available-for-sale securities and stock
repurchases of
 $43,808,000 during the nine months ended June 30, 1999. Net
worth was increased by
 the $85,593,000 of net income for the nine month period ended
June 30, 1999. For the
 nine month period ended June 30, 1999, 2,058,700 shares of
common stock were
 repurchased at an average price of $21.28. This leaves a total
of 3.2 million shares
 currently authorized by the Board of Directors as available for
repurchase.

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
approximately 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
$171,100,000, an $85,128,000
 decrease from nine months ago. The decrease results primarily
from the maturity of
 $85,500,000 of investment securities which were not replaced as
the Company continues
 its emphasis on production of higher yielding loans.










LIQUIDITY AND CAPITAL RESOURCES(continued)

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 June 30,
 1999, total liquidity was 17.18%.

CHANGES IN FINANCIAL CONDITION

Available-for-sale and held-to-maturity securities. The Company
purchased $423,749,000
 of mortgage-backed securities during the nine month period, all
of which were
 categorized as available-for-sale. As of June 30, 1999, the
Company had unrealized
 gains on available-for-sale securities of $10,000,000, net of
tax, which were
 recorded as part of stockholders' equity.

Loans receivable.  Loans receivable increased (2)% during the
nine month period to
 $4,235,661,000 at June 30, 1999 from $4,143,525,000 at September
30, 1998 despite an
 18% increase in loan origination volume to $1,294,676,000 for
the nine months ended
 June 30, 1999 compared with the $1,096,168,000 for the same
period one year ago.
 Total repayments and prepayments for the nine months ended June
30, 1999 were
 $1,194,042,000.

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 June 30, 1999, the Company's recorded investment
in impaired loans was
 $6.5 million which had allocated reserves of $2.8 million.
Loans of $9.2 million did
 not require reserves. The average balance of impaired loans
during the quarter was
 $12.6 million and interest income (cash received) from impaired
loans was $79,000.
 For the nine months ended June 30, 1999 the average amount of
impaired loans was
 $14.1 million and interest income (cash received) from impaired
loans was $265,000.

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
 June 30, 1999. The Company will continue to evaluate these
assets and, if
 appropriate, provide for any diminuition in value of these
assets.









CHANGES IN FINANCIAL CONDITION(continued)

Real estate held for sale. Real estate held for sale increased
$2,790,000 (17%) to
 $18,983,000 at June 30, 1999 from $ 16,193,000 at September 30,
1998. This increase
 relates primarily to one large builder with loans totalling $5.0
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 .38% at June
30, 1999.

Customer accounts. Customer accounts increased $204,243,000, or
6% to $3,360,445,000
 at June 30, 1999 compared with $3,156,202,000 at September 30,
1998.


FHLB advances and other borrowings. Total borrowings decreased to
$1,515,584,000.  See
 Interest Rate Risk above.

RESULTS OF OPERATIONS

Net interest income decreased $155,000 (1%) to $52,891,000 for
the June 1999 quarter
 from $53,046,000 a year ago, while net interest income increased
$2,278,000 (1%) to
 $158,271,000 for the nine months ended June 30, 1999 from the
$155,993,000 for the
 same period of 1998. The net interest spread was 2.78% at June
30, 1999, compared to
 2.69% at December 31, 1998 and 2.80% at June 30, 1998.

Interest income on loans decreased $3,309,000 (4%) to $87,458,000
for the quarter
 ended June 30,  1999 from $90,767,000 for the same period one
year ago.  For the nine
 months ended June 30, 1999 interest on loans decreased
$9,835,000 (4%) to
 $264,732,000 from $274,567,000 for the same period one year ago.
The average balance
 of loans decreased to $4,154,993,000(1%) for the nine months
ended June 30, 1999 from
 $4,175,984,000 for the nine months ended June 30, 1998. Average
interest rates on
 loans decreased to 7.80% at June 30, 1999 from 8.15% one year
ago.

Interest income on mortgage-backed securities increased
$2,691,000 (15%) to
 $20,348,000 for the quarter ended June 30, 1999 versus the
$17,657,000 for the
 quarter one year ago.  Interest on mortgage-backed securities
increased $8,495,000
 (16%) to $60,230,000 for the nine months ended June  30, 1999
compared with the
 $51,735,000 for the same period one year ago. The average
balance of mortgage-backed
 securities increased to $1,098,724,000 (22%) for the nine months
ended June 30, 1999
 from $902,472,000 for the nine months ended June 30, 1998 as the
Company purchased
 $423,749,000 in mortgage-backed securities to supplement current
loan production. The
 weighted average yield  of 7.05% at June 30, 1999 was down from
the 7.68% at June 30,
 1998.

Interest on investments decreased $2,029,000 (31%) to $4,471,000
for the quarter ended
 June 30, 1999 versus the $6,500,000 for the same quarter one
year ago. Interest on
 investments decreased $4,816,000 (24%) to $14,969,000 for the
nine months ended June
 30, 1999 compared with the $19,785,000 for the same period one
year ago. The average
 balance of investments decreased to $288,591,000 (25%) for the
nine month period
 ended June 30, 1999 from $385,767,000 for the nine month period
ended June 30, 1998.
 The weighted average yield was 8.04% at June 30, 1999 compared
to 7.73% at June 30,
 1998.



RESULTS OF OPERATIONS(continued)

Interest expense on customer accounts increased $850,000 (2%) to
$39,544,000 for the
 June 1999 quarter from $38,694,000 for the June 1998 quarter.
Interest expense on
 customer accounts increased $3,940,000 (3%) to $120,032,000 for
the nine months ended
 June 30, 1999 versus $116,092,000 for the same period one year
ago. The increase in
 interest expense relates to the increase in average customer
accounts from
 $3,012,663,000 to $3,276,599,000 (9%) for the nine months ended
June 30, 1999 and
 1998, respectively. The increase is offset by the decrease in
the average cost of
 customer accounts from 5.11% at June 30, 1998 to 4.70% on June
30, 1999.

Interest on FHLB advances and other borrowings decreased
$3,342,000 (14%) to
 $19,842,000 for the June 1999 quarter compared with the
$23,184,000 for the June 1998
 quarter.  The nine-month figures decreased $12,374,000 (17%) to
$61,628,000 compared
 with the $74,002,000 for the same period one year ago. The
decrease was due to a
 reduction in the average total borrowings from $1,762,306,000 to
$1,540,820,000 (13%)
 for the nine months ended June 30, 1999 and June 30, 1998,
respectively. The average
 rates paid on borrowings at June 30, 1999 of 5.30% compared with
5.53% at June 30,
 1998.

Other income decreased $10,000 to $3,029,000 for the June 1999
quarter compared with
 the $3,039,000 for the June 1998 quarter.  Other income
increased $2,035,000 (26%)
 to $9,941,000 for the nine months ended June 30, 1999 versus
$7,906,000 for the same
 period one year ago.  Gains on the sale of available-for-sale
securities totalled
 $1,403,000 and $2,747,000 for the quarter and nine months ended
June 30, 1999,
 respectively. Gains on the sale of available-for-sale securities
totalled $1,633,000
 and $3,969,000 for the quarter and nine months ended June 30,
1998. The increase in
 other income for the nine months ended June 30, 1999 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 decreased $78,000 (1%)  for the quarter ended June
30, 1999 compared to
 the  June 30, 1998 quarter. Other expense increased $1,289,000
(4%) for the nine
 months ended June 30, 1999 compared to the same period one year
ago. Other expense
 for the quarter and nine months ended June 30, 1999 equalled
 .80% and .82%,
 respectively, of average assets compared to .83% and .81%,
respectively, for the same
 periods one year ago.  The number of staff, including part-time
employees on a full-
time equivalent basis, were 696 at June 30, 1999 and 662 at June
30, 1998.

Income taxes decreased $510,000 (3%) and increased $821,000 (2%)
for the quarter and
 nine months ended June 30, 1999, respectively, when compared to
the same period one
 year ago. The effective tax rate was 35.5% for the nine month
period ended June 30,
 1999 and 35.6% for the same period ended June 30, 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.


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

August 13, 1999                      GUY C. PINKERTON
  Chairman and
  Chief Executive Officer





  /s/ Ronald L. Saper

August 13, 1999                      RONALD L. SAPER
  Executive Vice-President and
  Chief Financial Officer






  /s/ Joseph R. Runte

August 13, 1999                      JOSEPH R. RUNTE
  Vice-President and
  Controller