UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C. 25049
                                        

                                  FORM 10-QSB
 
 
[X]  QUARTERLY REPORT UNDER 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 _______

                      COMMISSION FILE NUMBER ____________

                              ANSON BANCORP, INC.
                              -------------------
       (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

              NORTH CAROLINA                            56-2073894
              --------------                            ----------
      (STATE OR OTHER JURISDICTION OF       (I.R.S. EMPLOYER IDENTIFICATION NO.)
      INCORPORATION OR ORGANIZATION)

                  211 SOUTH GREENE STREET/POST OFFICE BOX 249
                        WADESBORO, NORTH CAROLINA 28170
                        -------------------------------
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)

                                (704) 694-2122
                                --------------
                          (ISSUERS TELEPHONE NUMBER)

                                      N/A
                                      ---
  (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
                                    REPORT)
                                        
INDICATE BY CHECK  X  WHETHER THE ISSUER (1) HAS FILED ALL REPORTS REQUIRED TO
                  ---
BE FILED BY SECTION 13 OR 15(D) OF THE EXCHANGE ACT DURING THE PAST 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. YES X   NO _____
         ---

AS OF APRIL 30, 1999 THERE WERE ISSUED AND OUTSTANDING 585,124 SHARES OF THE
REGISTRANT'S COMMON STOCK, NO PAR VALUE

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT:  YES _____ NO   X  
                                                             -----

 
                      ANSON BANCORP, INC. AND SUBSIDIARY

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


                               TABLE OF CONTENTS




                                                                               PAGE
PART 1. FINANCIAL STATEMENTS
                                                                            

    Item 1. Financial Statements

       Condensed statements of financial condition at June 30, 1998
          and March 31, 1999 (unaudited)......................................  1

       Condensed statements of income for the three months ended
          March 31, 1998 and 1999 (unaudited).................................  2

       Condensed statements of income for the nine months ended
          March 31, 1998 and 1999 (unaudited).................................  3

       Condensed statements of cash flows for the nine months ended
          March 31, 1998 and 1999 (unaudited).................................  4

       Notes to condensed financial statements................................  5

    Item 2. Management's Discussion and Analysis of Financial Condition and
          and Results of Operations...........................................  7


PART II. OTHER INFORMATION

    Item 1.  Legal Proceedings................................................ 10
    Item 2.  Changes in Securities............................................ 10
    Item 3.  Defaults upon Senior Securities.................................. 10
    Item 4.  Submission of Matters to a Vote of Security Holders.............. 10
    Item 5.  Other Information................................................ 10
    Item 6.  Exhibits and Reports on Form 8-K................................. 10

SIGNATURES.................................................................... 11




This Form 10Q contains forward-looking statements consisting of estimates with
respect to the financial condition, results of operations and other business of
Anson Bancorp, Inc. that are subject to various factors which could cause actual
results to differ materially from those estimates.  Factors which could
influence the estimates include changes in the national, regional and local
market conditions, legislative and regulatory conditions, and an adverse
interest rate environment.

 
                      ANSON BANCORP, INC. AND SUBSIDIARY
            CONDENSED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)

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



                                                                    June 30,     March 31,    
                                                                  ------------  ------------  
                                                                      1998          1999      
                                                                  ------------  ------------  
                                                                    (Note 2)    (Unaudited)   
                                                                                     
ASSETS                                                                                        
 Cash and cash equivalents, including federal funds sold          $ 6,433,565   $  3,424,766   
 Securities held to maturity, at amortized cost                     6,307,425      8,849,786   
 Securities available for sale, at fair value                         433,000        511,000   
 Loans receivable, net                                             11,515,484     11,668,048   
 Accrued interest receivable                                          100,158        120,877   
 Property and equipment, net                                          207,665        289,903   
 Prepaid expenses and other assets                                     68,985         78,802   
                                                                  -----------    -----------   
                                                                                              
     Total assets                                                 $25,066,282    $24,943,182  
                                                                  ===========    ===========   
 

LIABILITIES AND STOCKHOLDERS' EQUITY
 LIABILITIES
  Deposits                                                        $15,439,963    $15,169,885 
  Accounts payable and accrued expenses                               133,066         62,423 
  Deferred income taxes                                               111,000        147,117 
                                                                  -----------    ----------- 
                                                                                             
     Total liabilities                                             15,684,029     15,379,425 
                                                                  -----------    ----------- 
                                                                                             
 STOCKHOLDERS' EQUITY                                                                        
  Capital stock                                                     5,424,815      5,424,815 
  Unrealized gain on securities available for sale, net of tax        279,430        332,000 
  Retained earnings, substantially restricted                       3,678,008      3,806,942 
                                                                  -----------    ----------- 
                                                                                             
     Total stockholders' equity                                     9,382,253      9,563,757 
                                                                  -----------    ----------- 
                                                                                             
     Total liabilities and stockholders' equity                   $25,066,282    $24,943,182 
                                                                  ===========    ===========  




                 See Notes to Condensed Financial Statements.

                                      -1-

 
                      ANSON BANCORP, INC. AND SUBSIDIARY
                  CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                          FOR THE THREE MONTHS ENDED

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

 
 
                                                               March 31,
                                                           ------------------
                                                             1998      1999
                                                           --------  --------
                                                                  
INTEREST AND DIVIDEND INCOME
 Interest and fees on loans                                $237,139  $224,644
 Interest on investments and deposits in other banks        123,059   161,783
                                                           --------  --------
 
    Total interest and dividend income                      360,198   386,427
 
INTEREST EXPENSE ON DEPOSITS                                204,493   172,427
                                                           --------  --------
 
    Net interest income                                     155,705   214,000
 
PROVISION FOR LOAN LOSSES                                     1,000         -
                                                           --------  --------
 
    Net interest income after provision for loan losses     154,705   214,000
 
NONINTEREST INCOME                                              101        55
 
NONINTEREST EXPENSE
 Compensation and employee benefits                          65,818    78,482
 Federal insurance premiums                                   2,583     2,305
 Data processing                                             10,377    12,756
 Legal and professional fees                                  8,730     5,917
 Examinations and audit                                           -    11,091
 Occupancy including depreciation                             6,304     5,662
 Other                                                       25,810    29,401
                                                           --------  --------
 
  Total noninterest expense                                 119,622   145,614
                                                           --------  --------
 
    Income before income taxes                               35,184    68,441
 
INCOME TAXES                                                  7,000    26,000
                                                           --------  --------
 
    Net income                                             $ 28,184  $ 42,441
                                                           ========  ========
 
 
Basic earnings per share (Note 3)                         $     N/A      $.07
                                                           ========  ========
 
Diluted earnings per share (Note 3)                        $    N/A      $.07
                                                           ========  ========
 
Dividends per share                                        $      0  $      0
                                                           ========  ========




                  See Notes to Condensed Financial Statements.

                                      -2-

 
                      ANSON BANCORP, INC. AND SUBSIDIARY
                  CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                           For the nine months ended

 
 
                                                                 March 31,
                                                           ---------------------
                                                              1998        1999
                                                           ----------  ---------
                                                                   
INTEREST AND DIVIDEND INCOME
 Interest and fees on loans                                $  712,522  $  686,546
 Interest on investments and deposits in other banks          365,806     498,229
                                                           ----------  ----------
 
    Total interest and dividend income                      1,078,328   1,184,775
 
INTEREST EXPENSE ON DEPOSITS                                  616,359     543,411
                                                           ----------  ----------
 
    Net interest income                                       461,969     641,364
 
PROVISION FOR LOAN LOSSES                                       1,000       2,000
                                                           ----------  ----------
 
    Net interest income after provision for loan losses       460,969     639,364
                                                           ----------  ----------
 
NONINTEREST INCOME                                              4,370       2,442
 
NONINTEREST EXPENSE
 Compensation and employee benefits                           200,003     237,630
 Federal insurance premiums                                     7,811       7,105
 Data processing                                               26,223      30,618
 Legal and professional fees                                   17,460      43,284
 Examinations and audit                                         7,910      26,762
 Occupancy including depreciation                              16,784      16,135
 Other                                                         74,985      96,338
                                                           ----------  ----------
 
    Total noninterest expense                                 351,176     457,872
                                                           ----------  ----------
 
    Income before income taxes                                114,163     183,934
 
INCOME TAXES                                                   24,000      55,000
                                                           ----------  ----------
 
    Net income                                             $   90,163  $  128,934
                                                           ==========  ==========
 
 
Basic earnings per share  (Note 3)                         $      N/A        $.22
                                                           ==========  ==========
 
Diluted earnings per share  (Note 3)                       $      N/A        $.22
                                                           ==========  ==========
 
Dividends per share                                        $        0  $        0
                                                           ==========  ==========


                  See Notes to Condensed Financial Statements.

                                      -3-

 
                      ANSON BANCORP, INC. AND SUBSIDIARY
                CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                           FOR THE NINE MONTHS ENDED



                                                                        March 31,
                                                                -------------------------
                                                                   1998          1999
                                                                -----------  ------------
                                                                         
OPERATING ACTIVITIES
 Net income                                                     $   90,163   $   128,934
 Adjustments to reconcile net income to net cash provided
 by  operating activities
  Provision for loan losses                                          1,000         2,000
  Provision for depreciation                                        12,345        13,320
  Deferred income taxes                                            (11,322)       10,687
  Changes in operating assets and liabilities
    Interest receivable                                             (8,538)      (20,719)
    Prepaid expenses and other assets                             (104,894)       (9,817)
    Accounts payable and accrued expenses                          105,656       (70,643)
                                                                ----------   -----------
 
       Net cash provided by operating activities                    84,410        53,762
 
INVESTING ACTIVITIES
 Net decrease (increase) in loans receivable                       236,670      (154,564)
 Net increase in investments held to maturity                     (908,237)   (2,542,361)
 Investment in property and equipment                                    -       (95,558)
                                                                ----------   -----------
 
       Net cash used for investing activities                     (671,567)   (2,792,483)
 
FINANCING ACTIVITIES
 Net increase (decrease) in savings deposits                       213,459      (270,078)
                                                                ----------   -----------
 
       Net decrease in cash and cash equivalents                  (373,698)   (3,008,799)
 
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                   4,640,610     6,433,565
                                                                ----------   -----------
 
CASH AND CASH EQUIVALENTS, END OF PERIOD                        $4,266,912   $ 3,424,766
                                                                ==========   ===========


                 See Notes to Condensed Financial Statements.

                                      -4-

 
                              ANSON BANCORP, INC.
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  (UNAUDITED)

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

NOTE 1 - NATURE OF BUSINESS

     Anson Bancorp, Inc. (the "Company") was incorporated under the laws of the
     State of North Carolina in 1998 for the purpose of becoming the bank
     holding company of Anson Savings Bank (the "Bank" or "Anson Savings Bank")
     in connection with the Bank's conversion from a state chartered savings
     bank to a state chartered stock savings bank, pursuant to its amended and
     restated Plan of Conversion. The Company has no operations and conducts no
     business other than owning the Bank and investing its portion of the net
     proceeds received in the conversion.

     The principal business of the Bank is accepting deposits from the general
     public and using those deposits and other sources of funds to make loans
     secured by real estate and other forms of collateral located in the Bank's
     primary market area of Anson County in North Carolina.

     Anson Savings Bank's results of operations depend primarily on its net
     interest income, which is the difference between interest income from
     interest-earning assets and interest expense on interest-bearing
     liabilities. The Bank's operations are also affected by noninterest income,
     such as miscellaneous income from loans, and other sources of revenue. The
     Bank's principal operating expenses, aside from interest expense, consist
     of compensation and associated benefits, federal deposit insurance
     premiums, occupancy costs, furniture and fixture expense, data processing
     charges, and other general and administrative expenses.


NOTE 2 - BASIS OF PRESENTATION

     The accompanying unaudited condensed financial statements (except for the
     condensed consolidated statement of financial condition at June 30, 1998,
     which has been taken from the audited financial statements at that date)
     have been prepared in accordance with generally accepted accounting
     principles for interim financial information and with the instructions to
     Form 10-QSB of Regulation S-X. Accordingly, they do not include all of the
     information and footnotes required by generally accepted accounting
     principles for complete financial statements. In the opinion of management,
     all adjustments (none of which were other than normal recurring accruals)
     necessary for a fair presentation of the financial position and results of
     operations for the periods presented have been included. The Company was
     not an operating company and did not engage in any significant business
     until June 1998. The results of operations for the nine months ended March
     31, 1999 are not necessarily indicative of the results of operations that
     may be expected for the year ended June 30, 1999. The accounting policies
     followed are as set forth in Note 1 of the Notes to Financial Statements in
     the 1998 annual report of the Company.


NOTE 3 - EARNINGS PER SHARE

     Earnings per share are not applicable for the nine months ended March 31,
     1998 because Anson Savings Bank did not complete its conversion to stock
     form until June 19, 1998. Basic earnings per share for the three months and
     nine months ended March 31, 1999 are based on unaudited net income earned
     divided by the weighted  average number of shares outstanding during the
     period.  During the period reported there were no dilutive securities
     outstanding, therefore, basic and diluted earnings per share are the same.

                                      -5-

 
                              ANSON BANCORP, INC.
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  (UNAUDITED)

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

NOTE 4 - SUBSEQUENT EVENT AND PLAN OF CONVERSION

     On June 19, 1998, pursuant to a plan of conversion which was approved by
     its members and regulators, Anson Savings Bank converted from a state
     chartered mutual savings bank to a state chartered stock savings bank and
     became a wholly owned subsidiary of the Company, which was formed to
     acquire all of the common stock of the Company, which upon its conversion
     to stock form. The closing of the offering occurred on June 19, 1998 and
     resulted in the issuance of 585,124 shares of common stock at a price of
     $10 per share for proceeds of $5,424,815 (net of $426,425 in offering
     costs). The Company transferred $2,712,408 of the net proceeds to Anson
     Savings Bank for purchase of all of the common stock of the Bank.


NOTE 5 - YEAR 2000

     The Company recognizes that there is a business risk in computerized
     systems as the calendar rolls over into the next century. The Federal
     Financial Institutions Examination Council (FFIEC) issued an interagency
     statement on May 5, 1997 outlining five phases for institutions to
     effectively manage the Year 2000 challenge. The phases were: Awareness,
     Assessment, Renovation, Validation, and Implementation. The FFIEC
     encouraged institutions to have all critical applications identified and
     priorities set by December 31, 1997 and to have renovation work largely
     completed and testing well underway by December 31, 1998. The Company has
     an ongoing program designed to ensure that its operational and financial
     systems will not be adversely affected by Year 2000 software failures, due
     to processing errors arising from calculations using the Year 2000 date.
     The Board of Directors and management of the Company have established Year
     2000 compliance as a strategic initiative. While the Company believes that
     it has available resources to assure Year 2000 compliance, it is to some
     extent dependent on vendor cooperation. At the present time, the Company's
     most critical applications have been updated and installed. Currently, the
     Company is testing these systems and should have any problems reconciled by
     June 30, 1999.

     At this time, the Company has not fully determined the cost of making
     modifications to correct any Year 2000 problems; however, equipment and
     software expenses are not expected to materially differ from past results.
     The Company routinely upgrades and purchases technologically advanced
     software and hardware on a continual basis and expects to specifically
     evaluate and test such purchases for Year 2000 compliance.


NOTE 6 - COMPREHENSIVE INCOME

     On July 1, 1998, the Company adopted Statement of Financial Accounting
     Standards No. 130, "Reporting Comprehensive Income" (SFAS 130). This
     statement provides standards for reporting comprehensive income.
     Comprehensive income is defined as the change in equity (net assets) during
     a period from non-owner sources. The purpose of reporting comprehensive
     income is to report a measure of all changes in equity that result from
     recognized transactions and other economic events of the period others than
     transactions with owners in their capacity as owners. Prior to the issuance
     of SFAS 130, some of those changes in equity were displayed in a statement
     that reports the results of operations, while other were included directly
     in balances within a separate component of equity in a statement of
     financial position. This statement does not change or modify the reporting
     or display in the statement of operations.

     Comprehensive income for the Company includes the Company's net income and
     unrealized gains on securities available for sale (other comprehensive
     income). Total comprehensive income (loss) for the periods presented
     amounted to $182,000 and $181,000 for the nine months ended March 31, 1999
     and 1998, respectively, and ($5,000) and $60,000 for the three months ended
     March 31, 1999 and 1998, respectively.

                                      -6-

 
                              ANSON BANCORP, INC.
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                              FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

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

COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 1999 AND JUNE 30, 1998

     Total assets of ANSON BANCORP, INC AND SUBSIDIARY. amounted to $24.94
     million at March 31, 1999, compared to $25.07 million at June 30, 1998. The
     decrease from June 30, 1998 to March 31, 1999 is primarily attributed to
     the decrease in cash equivalents. Accounts payable and accrued expenses
     decreased approximately $70,000 from June 30, 1998 to March 31, 1999. This
     decrease is due primarily to expenses accrued and subsequently paid related
     to the Bank's conversion to a state chartered stock savings bank.

     The principal category of earnings assets is loans receivable which
     amounted to $11.67 million and $11.52 million at March 31, 1999 and June
     30, 1998, respectively. Loan originations for the nine months ended March
     31, 1999 totaled $2.13 million and were funded by loan principal repayments
     of $1.98 million as the loan portfolio increased by $153,000. Loan
     originations for the year ended June 30, 1998 totaled $2.92 million and
     principal repayments for 1998 totaled $2.82 million. The Company maintains
     underwriting and credit standards designed to maintain the quality of the
     loan portfolio. Nonperforming loans at March 31, 1999 and June 30, 1998
     totaled $183,000 and $179,000, respectively and comprised 1.57% and 1.55%
     of total loans, respectively. During the quarter ended March 31, 1999 the
     Bank began offering consumer loans to its customers. These loans amounted
     to $90,000 or approximately 0.8% of loans receivable at March 31, 1999.

     In addition to loans, the Company invests in U.S. Treasury and Government
     Agency securities. Management does not engage in the practice of trading
     securities, rather, the Company's investment portfolio consists primarily
     of investments designated and held to maturity. Investment securities,
     including interest-bearing deposits and Federal Home Loan Bank stock, at
     March 31, 1999 and June 30, 1998 totaled $12.63 million and $12.95 million,
     respectively. The decrease in investments is primarily attributed to the
     decrease in savings deposits during the period.

     The Company has experienced some decrease in savings deposits. At March 31,
     1999, Anson's deposits decreased approximately $270,000 compared to June
     30, 1998. Anson has priced its deposits in a fashion to be at or near the
     top of the market because of its dependence on the local market for funds
     availability.

     The Company's equity, which consists entirely of retained earnings, capital
     stock and unrealized gains on securities available for sale, net of tax,
     amounted to $9.56 million and $9.38 million at March 31, 1999 and June 30,
     1998, respectively. The Company has classified a portion of its investments
     as available for sale which requires reporting such investments at fair
     market value with unrealized gains or losses, net of tax, shown as a
     separate component of equity. The equity component for net unrealized gains
     at March 31, 1999 and June 30, 1998 amounted to $332,000 and $279,000,
     respectively.

     The Bank is currently in the process of installing and testing the
     necessary accounting systems to offer checking accounts to its customers.
     The Bank anticipates it will begin offering these services during the
     fourth quarter of the fiscal year ended June 30, 1999.


COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999
AND 1998

     NET INCOME.  The Company's net income for the three months ended March 31,
     1999 and 1998 was $42,500 and $28,000, respectively.  Net income was
     positively affected by increases in interest income from investments and
     increases in capital raised from the sale of stock.

                                      -7-

 
                              ANSON BANCORP, INC.
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                              FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

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

     NET INTEREST INCOME.  Net interest income has increased by 38% to $214,000
     for the three months ended March 31, 1999 from $155,000 for the three
     months ended March 31, 1998. This increase in net interest income reflects
     an increase in investment income from the capital raised from the sale of
     stock.

     NONINTEREST INCOME.  Noninterest income consists primarily of fees related
     to safe deposit boxes and other miscellaneous income and amounted to less
     than $1,000 for the three months ended March 31, 1999 and 1998,
     respectively.

     NONINTEREST EXPENSE.  Noninterest expense consisted primarily of operating
     expenses for compensation and employee benefits, occupancy, federal deposit
     insurance premiums, data processing charges and other operating expenses.
     Noninterest expense increased to $146,000 from $120,000 for the three
     months ended March 31, 1999 and 1998, respectively. The increase is
     primarily due to the costs associated with operating as a public company
     and costs associated with one additional employee.  The Bank anticipates
     that its noninterest expense may increase in the future because of costs
     associated with compensation, costs associated with operating as a publicly
     held company, and with purchasing the computer equipment necessary for Year
     2000 compliance.

     INCOME TAXES.  Income tax expense was $26,000 and $7,000 for the three
     month periods ended March 31, 1999 and 1998, respectively. The fluctuations
     were primarily attributable to corresponding fluctuations in income before
     income taxes.

COMPARISON OF RESULTS OF OPERATIONS FOR THE NINE MONTHs ENDED MARCH 31, 1999 AND
1998

     NET INCOME.  The Company's net income for the nine months ended March 31,
     1999 and 1998 was approximately $129,000 and $90,000, respectively. The
     increase in net income was primarily due to the increase in investments and
     increase in capital from the sale of stock.

     NET INTEREST INCOME.  Net interest income has increased 39% to $639,000 for
     the nine months ended March 31, 1999 from $461,000 for the nine months
     ended March 31, 1998.  This increase is due to the increase in investment
     income from the capital raised from the sale of stock.

     NONINTEREST INCOME.  Noninterest income consists primarily of fees related
     to safe deposit boxes and other miscellaneous items and amounted to $2,500
     and $4,000 for the nine months ended March 31, 1999 and 1998, respectively.

     NONINTEREST EXPENSE.  Noninterest expense consisted primarily of operating
     expenses for compensation and employee benefits, occupancy, federal deposit
     insurance premiums, data processing charges and other operating expenses.
     Noninterest expense increased to $458,000 from $351,000 for the nine months
     ended March 31, 1999 and 1998, respectively. The increase is primarily due
     to the costs associated with operating as a public company and costs
     associated with one additional employee.  The Bank anticipates that its
     noninterest expense may increase in the future because of costs associated
     with compensation, costs associated with operating as a publicly held
     company, and with purchasing the computer equipment necessary for Year 2000
     compliance.

     INCOME TAXES. Income tax expense was $55,000 and $24,000 for the nine month
     periods ended March 31, 1999 and 1998, respectively. The fluctuations were
     primarily attributable to corresponding fluctuations in income before
     income taxes.

                                      -8-

 
                              ANSON BANCORP, INC.
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                              FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

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

CAPITAL RESOURCES AND LIQUIDITY

     The term "liquidity" generally refers to an organization's ability to
     generate adequate amounts of funds to meet its needs for cash.  More
     specifically for financial institutions, liquidity ensures that adequate
     funds are available to meet deposit withdrawals, fund loan and capital
     expenditure commitments, maintain reserve requirements, pay operating
     expenses and provide funds for debt service, dividends to stockholders and
     other institutional commitments.  Funds are primarily provided through the
     sale or maturity of investments, the ability to raise equity capital, or
     maintenance of shorter term interest-bearing deposits.

     As a state chartered stock savings bank, Anson Savings Bank must maintain
     liquidity in the form of cash and cash equivalents and investment
     securities, including mortgage-backed securities, equal to at least 10% of
     total assets.  The Bank's liquidity ratio at March 31, 1999 was
     considerably in excess of such requirements.  Given its excess liquidity
     and its ability to borrow from the Federal Home Loan Bank, the Bank
     believes that it will have sufficient funds available to meet anticipated
     future loan commitments, deposit withdrawals and other cash requirements.


YEAR 2000

     The Bank recognizes that there is a business risk in computerized systems
     as the calendar rolls over into the next century. The Federal Financial
     Institutions Examination Council (FFIEC) issued an interagency statement on
     May 5, 1997 outlining five phases for institutions to effectively manage
     the Year 2000 challenge. The phases were: Awareness; Assessment;
     Renovation; Validation; and, Implementation. The FFIEC encouraged
     institutions to have all critical applications identified and priorities
     set by December 31, 1997 and to have renovation work largely completed and
     testing well underway by December 31, 1998. The Bank has an ongoing program
     designed to ensure that its operational and financial systems will not be
     adversely affected by Year 2000 software failures, due to processing errors
     arising from calculations using the Year 2000 date. The Company's vaults
     are mechanical and are not subject to time or calendar failure. The Board
     of Directors and management of the Bank have established Year 2000
     compliance as a strategic initiative. While the Bank believes that it has
     available resources to assure Year 2000 compliance, it is to some extent
     dependent on vendor cooperation. At the present time, the Bank expects its
     most critical application software vendor to have all of its system in
     compliance. The Company has installed the necessary software releases and
     expects to have any problems reconciled by June 30, 1999.

     At this time, the Bank has not determined the cost of making any
     modifications to correct any Year 2000 problems; however, equipment and
     software expenses are not expected to materially differ from past results.
     The Bank routinely upgrades and purchases technologically advanced software
     and hardware on a continual basis and expects to specifically evaluate and
     test such purchases for Year 2000 compliance.

     The Company's loan portfolio consists primarily of residential mortgage
     loans to individuals.  These individuals generally are not affected by Year
     2000 failures.  The Bank currently makes very few commercial loans.  If the
     Bank increases its commercial loan portfolio, the Bank's Board of Directors
     would amend its underwriting policies to address loan payment problems
     associated with a borrower as a result of a disruption in income or a
     commercial borrower's inability to make a timely payment.

                                      -9-

 
                              ANSON BANCORP, INC.
                          PART II - OTHER INFORMATION

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

ITEM 1.   LEGAL PROCEEDINGS

          The Company is not engaged in any legal proceedings at the present
          time. From time to time, the Bank is a party to legal proceedings
          within the normal course of business wherein it enforces its security
          interest in loans made by it, and other matters of a like kind.

ITEM 2.   CHANGES IN SECURITIES

          Not applicable

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          Not applicable

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          Not applicable

ITEM 5.   OTHER INFORMATION

          Not applicable

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          a)  Exhibit (27) - Financial Data Schedule

          b)  Not applicable

                                      -10-

 
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.


                                         ANSON BANCORP, INC.


Dated: May 13, 1999                      By:    /s/ Eugene M. Ward
       -----------------------                  --------------------------
                                                Eugene M. Ward
                                                President

Dated: May 13, 1999                      By:    /s/ Nancy H. Allen
       -----------------------                  --------------------------
                                                Nancy H. Allen
                                                Treasurer and Assistance
                                                Secretary

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