SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO
(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

CRAZY WOMAN CREEK BANCORP INCORPORATED
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(Name of Subject Company)

CRAZY WOMAN CREEK BANCORP INCORPORATED
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(Name of Filing Persons -- Offeror)

COMMON STOCK, PAR VALUE $.10 PER SHARE
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(Title of Class of Securities)

225233 10 5
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(CUSIP Number of Class of Securities)

Mr. Gary J. Havens President and
Chief Executive Officer
106 Fort Street, Buffalo, Wyoming, 82834
(307) 684-5591
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Bidder)

Copies to:
John J. Spidi, Esq.
Jennifer E. Martella, Esq.
Malizia Spidi & Fisch, PC
1100 New York Avenue, N.W., Suite 340 West
Washington, D.C. 20005
(202) 434-4660

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CALCULATION OF FILING FEE
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TRANSACTION AMOUNT OF
VALUATION*: $6,387,500 FILING FEE: $809.30
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* Estimated for purposes of calculating the filing fee only, in accordance
with Rule 0-11 of the Securities Exchange Act of 1934. This calculation
assumes the purchase of 350,000 shares of Common Stock, par value $.10 per
share, at the maximum tender offer price of $18.25 per share in cash.

[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and date of its filing.
Amount Previously Paid: _____________. Filing Party: _____________.
Form or Registration No.: _____________. Date Filed: _____________.

[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

[ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ].

SCHEDULE TO

This Tender Offer Statement on Schedule TO relates to an issuer tender
offer by Crazy Woman Creek Bancorp Incorporated, a Wyoming corporation, to
purchase up to 350,000 shares of its common stock, par value $0.10 per share.
Crazy Woman Creek Bancorp Incorporated is offering to purchase these shares at a
price not greater than $18.25 nor less than $16.00 per share, net to the seller
in cash, without interest, as specified by shareholders tendering their shares.
Crazy Woman Creek Bancorp Incorporated's tender offer is made upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated October 3,
2003 and the related Letter of Transmittal, which, as amended or supplemented
from time to time, together constitute the tender offer.

ITEM 1. SUMMARY TERM SHEET.

The information set forth in the Offer to Purchase under the section
captioned "Summary" is incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION.

(a) Name and Address. The name of the issuer of the securities to
which this Schedule TO relates is Crazy Woman Creek Bancorp
Incorporated, a Wyoming corporation (the "Corporation"), and
the address of its principal executive office and its mailing
address is 106 Fort Street, Buffalo, Wyoming 82834. The
telephone number of its principal executive offices is (307)
684-5591.

(b) Securities. This Schedule TO relates to the offer by the
Corporation to purchase up to 350,000 shares (or such lesser
number of shares as are properly tendered) of its common
stock, par value $0.10 per share (the "Shares"), 816,898 of
which Shares were issued and outstanding as of September
30, 2003.

(c) Trading Market and Price. The information set forth in the
Offer to Purchase under the captions "Summary" and "The Offer
- 7. Price Range of Shares; Dividends" is incorporated herein
by reference.

(d) Dividends. The information set forth in the Offer to Purchase
under the caption "The Offer - 7. Price Range of Shares;
Dividends" is incorporated herein by reference.

(e) Prior Public Offerings. Not applicable.

(f) Prior Stock Purchases. Not applicable.

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ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

(a) Name and Address. The Corporation is the only filing person.
The information set forth under Item 2(a) above is
incorporated herein by reference. Further, the information set
forth in Schedule I to the Offer to Purchase regarding
directors and executive officers of the Corporation is
incorporated herein by reference.

(b) Business and Background of Entities.

The Corporation is organized under the laws of the
State of Wyoming. It was incorporated in December 1995 at the
direction of Buffalo Federal Savings Bank (the "Bank") to
acquire all of the capital stock that the Bank issued in its
conversion from the mutual to stock form of ownership (the
"Conversion"). On March 29, 1996, the Bank completed the
Conversion and became a wholly owned subsidiary of the
Corporation. The Corporation is a unitary savings and loan
holding company which, under existing laws, generally is not
restricted in the types of business activities in which it may
engage provided that the Bank retains a specified amount of
its assets in housing-related investments. The Corporation
conducts no significant business or operations of its own,
other than holding all of the outstanding stock of the Bank.

The Bank is a federally chartered stock savings bank
headquartered in Buffalo, Wyoming and is subject to
examination and comprehensive regulation by the Office of
Thrift Supervision ("OTS") and its deposits are federally
insured by the Savings Association Insurance Fund of the
Federal Deposit Insurance Corporation ("SAIF"). The Bank is a
member of and owns capital stock in the Federal Home Loan Bank
("FHLB") of Seattle, which is one of the 12 regional banks in
the FHLB System.

The Bank operates a traditional savings bank
business, attracting deposit accounts from the general public
and using those deposits, together with other funds, primarily
to originate and invest in loans secured by one- to
four-family residential real estate.

The Corporation has not been convicted of any
criminal act during the past five years. Further, the
Corporation has not been party to any judicial or
administrative proceeding during the last five years that
resulted in a judgement, order or final decree enjoining the
Corporation from any future violations of, or prohibiting
activities subject to, any federal or state securities laws.
Further, the information set forth in the Offer to Purchase
under the caption "The Offer - 9. Information About Us and the
Shares" is incorporated herein by reference.

(c) Business and Background of Natural Persons. The information
set forth in Schedule I to the Offer to Purchase regarding
directors and executive officers of the Corporation is
incorporated herein by reference.

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ITEM 4. TERMS OF THE TRANSACTION.

(a) Material Terms. The information set forth in the Offer to
Purchase under the following captions is incorporated herein
by reference: "Summary," "Special Factors - 8. Federal Income
Tax Consequences," "The Offer - 1. Number of Shares; Price;
Priority of Purchase," "The Offer - 2. Procedures for
Tendering Shares," "The Offer - 3. Withdrawal Rights," "The
Offer - 4. Purchase of Shares and Payment of Purchase Price,"
"The Offer - 5. Conditional Tender Procedures," "The Offer -
6. Conditions of Our Offer," and "The Offer - 12. Extension of
Our Offer; Termination; Amendment."

(b) Purchases. The information set forth in the Offer to Purchase
under the caption "Special Factors - 7. Interests of Directors
and Executive Officers; Transactions and Arrangements
Concerning Shares" is incorporated herein by reference.

(c) Different Terms. There are no terms or arrangements that treat
any subject security holder differently from other subject
security holders.

(d) Appraisal Rights. The holders are not entitled to appraisal
rights. See "The Offer - 2. Procedures for Tendering Shares"
in the Offer to Purchase.

(e) Provisions for Unaffiliated Security Holders. No provisions
have been made to grant unaffiliated security holders access
to the corporate files of the filing person or to obtain
counsel or appraisal services at the expense of the
Corporation.

(f) Eligibility for Listing or Trading. Not applicable. The
consideration offered to security holders is cash.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

(a) Transactions. Not applicable.

(b) Significant Corporate Events. Not applicable.

(e) Agreements Involving the Subject Company's Securities. The
information set forth in the Offer to Purchase under the
caption "Special Factors - 7. Interests of Directors and
Executive Officers; Transactions and Arrangements Concerning
Shares" is incorporated herein by reference.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

(a) Purposes. The information set forth in the Offer to Purchase
under the caption "Special Factors - 2. Purposes of and
Reasons for the Offer" is incorporated herein by reference.

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(b) Use of Securities Acquired. The information set forth in the
Offer to Purchase under the caption "Special Factors - 2.
Purposes of and Reasons for the Offer" is incorporated herein
by reference.

1. The information set forth in the Offer to Purchase
under the captions "Special Factors - 1. Background
of the Offer," "Special Factors - 2. Purposes of and
Reasons for the Offer" and "Special Factors - 5. Our
Plans After the Offer" is incorporated herein by
reference.

2. Not applicable. There are no plans, proposals or
negotiations that relate to or would result in any
purchase, sale or transfer of a material amount of
assets of the Corporation or any of its subsidiaries.

3. Not applicable. There are no plans, proposals or
negotiations that relate to or would result in any
material change in the present dividend rate or
policy, or indebtedness or capitalization of the
Corporation.

4. Not applicable. There are no plans, proposals or
negotiations that relate to or would result in any
change in the present board of directors or
management of the Corporation.

5. Not applicable. There are no plans, proposals or
negotiations that relate to or would result in any
other material change in the Corporation's corporate
structure or business.

6. The information set forth in the Offer to Purchase
under the caption "The Offer - 10. Effects of the
Offer on the Market for Our Shares; Registration
Under the Exchange Act" is incorporated herein by
reference.

7. Not applicable. The Shares are the Corporation's only
outstanding class of equity securities and are
currently eligible for termination of registration
under Section 12(g)(4) of the Exchange Act, without
taking into account any effect of the proposed tender
offer.

8. Not applicable. The Shares are registered pursuant to
Section 12 of the Exchange Act.

9. Not applicable. There are no plans, proposals or
negotiations that relate to or would result in the
acquisition by any person of additional securities of
the Corporation, or the disposition of securities of
the Corporation.

10. Not applicable. There are no plans, proposals or
negotiations that relate to or would result in any
changes in the Corporation's articles of
incorporation or

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bylaws or other actions that could impede the
acquisition of control of the Corporation.

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a) Source of Funds. The information set forth in the Offer to
Purchase under the caption "The Offer - 8. Source and Amount
of Funds" is incorporated herein by reference.

(b) Conditions. There are no conditions to the financing discussed
in response to paragraph (a) of this Item 7. There are no
alternative financing arrangements or alternative financing
plans.

(c) Expenses. The information set forth in the Offer to Purchase
under the caption "The Offer - 13. Fees and Expenses" is
incorporated herein by reference.

(d) Borrowed Funds. No part of the funds required for the Offer is
expected to be borrowed.

ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a) Securities Ownership. The information set forth in Schedule I
to the Offer to Purchase regarding the beneficial ownership of
directors and executive officers of the Corporation is
incorporated herein by reference.

(b) Securities Transactions. The information contained in the
Offer to Purchase under the caption "Special Factors - 7.
Interests of Directors and Executive Officers; Transactions
and Arrangements Concerning Shares" is incorporated herein by
reference.

ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.

(a) Solicitations or Recommendations. The information set forth in
the Offer to Purchase under the caption "The Offer - 13. Fees
and Expenses" is incorporated herein by reference.

(b) Employees and Corporate Assets. The information set forth in
the Offer to Purchase under the caption "The Offer - 13. Fees
and Expenses" is incorporated herein by reference.

ITEM 10. FINANCIAL STATEMENTS.

(a) Financial Information.

(1) The audited financial statements for the Corporation
for the fiscal years ended September 30, 2002 and
2001 are incorporated herein by reference to Exhibit
13 of the Corporation's Annual Report on Form 10-KSB
for the Year Ended September 30, 2002.

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(2) The unaudited financial statements for the
Corporation included in Part I, Item I of the
Corporation's Form 10-QSB for the quarter ended June
30, 2003 are incorporated herein by reference.

(3) Ratio of Earnings to Fixed Charges. Not applicable.
There are no securities being registered.

(4) Book Value. The information set forth in the Offer to
Purchase under the caption "The Offer - 9.
Information About Us and the Shares" is incorporated
herein by reference.

(b) Pro Forma Information.

(1) Pro Forma Balance Sheet at June 30, 2003 and
September 30, 2002. The information set forth in the
Offer to Purchase under the caption "The Offer - 9.
Information About Us and the Shares" is incorporated
herein by reference.

(2) Pro Forma Statement of Income and Earnings Per Share
for the Year Ended September 30, 2002 and for the
Quarter Ended June 30, 2003. The information set
forth in the Offer to Purchase under the caption "The
Offer - 9. Information About Us and the Shares" is
incorporated herein by reference.

(3) Pro Forma Book Value at June 30, 2003 and September
30, 2002. The information set forth in the Offer to
Purchase under the caption "The Offer-9. Information
About Us and the Shares" is incorporated herein by
reference.

(c) Summary Information. The information set forth in the Offer to
Purchase under the caption "The Offer - 9. Information About
Us and the Shares" is incorporated herein by reference.

ITEM 11. ADDITIONAL INFORMATION.

(a) Agreements, Regulatory Requirements and Legal Proceedings. Not
applicable.

(b) Other Material Information. The information set forth in the
Offer to Purchase and the Letter of Transmittal, each of which
are attached hereto as exhibits, is incorporated herein by
reference.

ITEM 12. EXHIBITS.

(a)(1) Offer to Purchase, dated October 3, 2003.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(5) Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees to their Clients.

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(a)(6) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(a)(7) Letter to Shareholders of the Corporation, dated October 3,
2003, from Gary J. Havens, President and Chief Executive
Officer.
(a)(8) Text of Press Release issued by the Corporation, dated October
3, 2003.
(b) Not applicable.
(c) Opinion of Financial Advisor, incorporated by reference to
Exhibit (a)(1), attached at Exhibit I thereto.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

SCHEDULE 13E-3, ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.

(a) Purposes. The information contained in the Offer to Purchase
under the caption "Special Factors - 2. Purposes of and
Reasons for the Offer" is incorporated herein by reference.

(b) Alternatives. The information contained in the Offer to
Purchase under the caption "Special Factors - 2. Purposes of
and Reasons for the Offer" is incorporated herein by
reference.

(c) Reasons. The information contained in the Offer to Purchase
under the caption "Special Factors - 2. Purposes of and
Reasons for the Offer" is incorporated herein by reference.

(d) Effects. The information contained in the Offer to Purchase
under the captions "Special Factors - 6. Effects of the
Offer," "Special Factors-8. Federal Income Tax Consequences,"
"The Offer - 9. Information About Us and the Shares" and "The
Offer - 10. Effects of Our Offer on the Market for Our
Shares; Registration Under the Exchange Act" is incorporated
herein by reference.

SCHEDULE 13E-3, ITEM 8. FAIRNESS OF TRANSACTION.

(a) Fairness. The information contained in the Offer to Purchase
under the caption "Special Factors - 3. Fairness of the Offer"
is incorporated herein by reference.

(b) Factors Considered in Determining Fairness. The information
contained in the Offer to Purchase under the captions "Special
Factors - 3. Fairness of the Offer" and "Special Factors - 4.
Opinion of Financial Advisor" is incorporated herein by
reference.

(d) Unaffiliated Representative. Not applicable.

(e) Approval of Directors. The information contained in the Offer
to Purchase under the captions "Special Factors - 1.
Background of the Offer," "Special Factors - 2. Purposes

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of and Reasons for the Offer" and "Special Factors - 3.
Fairness of the Offer" is incorporated herein by reference.

(f) Other Offers. Not applicable.

SCHEDULE 13E-3, ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.

(a) Report, Opinion or Appraisal. The information contained in the
Offer to Purchase under the captions "Special Factors - 1.
Background of the Offer" and "Special Factors - 4. Opinion
of Financial Advisor" is incorporated herein by reference.

(b) Preparer and Summary of the Report, Opinion or Appraisal. The
information contained in the Offer to Purchase under the
captions "Special Factors - 1. Background of the Offer" and
"Special Factors - 4. Opinion of Financial Advisor" is
incorporated herein by reference.

SCHEDULE 13E-3, ITEM 12. THE SOLICITATION OR RECOMMENDATION.

(d) Intent to Tender or Vote in a Going-Private Transaction. The
information contained in the Offer to Purchase under the
caption "Special Factors - 7. Interests of Directors and
Executive Officers; Transactions and Arrangements Concerning
Shares" is incorporated herein by reference.

(e) Recommendations of Others. The information contained in the
Offer to Purchase under "Special Factors - 1. Background of
the Offer" is incorporated herein by reference.

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated: October 2, 2003

CRAZY WOMAN CREEK BANCORP INCORPORATED

By: /s/Gary J. Havens
----------------------------------------
Gary J. Havens
President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No. Description

(a)(1) Offer to Purchase, dated October 3, 2003.

(a)(2) Letter of Transmittal.

(a)(3) Notice of Guaranteed Delivery.

(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.

(a)(5) Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees to their Clients.

(a)(6) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.

(a)(7) Letter to Shareholders of the Corporation, dated
October 3, 2003, from Gary J. Havens, President and
Chief Executive Officer.

(a)(8) Text of Press Release issued by the Corporation,
dated October 3, 2003.

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