SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

x	QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~December~~March 31, ~~2004~~2005

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

COMMISSION FILE # 0-23969

POCAHONTAS BANCORP, INC.


State of Incorporation		IRS Employer Identification
DELAWARE		No. 71-0806097

Address		Telephone Number
1700 E. Highland Jonesboro, Arkansas 72401		(870) 802-1700
1700 E. Highland		(870) 802-1700
Jonesboro, Arkansas 72401

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 twelve 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 ¨

Indicate by check mark whether the Registrant is an accelerated filer (as defined by the Rule 12b-2 of the Securities Exchange Act of 1934). Yes ¨ No x.

There were 4,641,717 shares of Common Stock ($0.01 par value) issued and outstanding as of ~~February~~April 1025, 2005.

POCAHONTAS BANCORP, INC.

TABLE OF CONTENTS

	~~Page~~	Page
PART I. FINANCIAL INFORMATION
~~Item 1. Unaudited Financial Statements:~~	Item 1. Unaudited Financial Statements:
Condensed Consolidated Statements of Financial Condition at December 31, 2004 and September 30, 2004	1
	Condensed Consolidated Statements of Financial Condition at March 31, 2005 and September 30, 2004	1
Condensed Consolidated Statements of Income and Comprehensive Income for the Three-months Ended December 31, 2004 and 2003	2
	Condensed Consolidated Statements of Income and Comprehensive Income (Loss) for the Three and Six months Ended March 31, 2005 and 2004	2
Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three-months Ended December 31, 2004	4
	Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Six months Ended March 31, 2005	4
Condensed Consolidated Statements of Cash Flows for the Three-months Ended December 31, 2004 and 2003	5
	Condensed Consolidated Statements of Cash Flows for the Six months Ended March 31, 2005 and 2004	5
~~Notes to Condensed Consolidated Financial Statements~~	7Notes to Condensed Consolidated Financial Statements	7
~~Report of Independent Registered Public Accounting Firm~~	11Report of Independent Registered Public Accounting Firm	11
~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	12Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
~~Item 3. Quantitative and Qualitative Disclosures About Market Risk~~	24Item 3. Quantitative and Qualitative Disclosures About Market Risk	24
~~Item 4. Controls and Procedures~~	25Item 4. Controls and Procedures	25
PART II. OTHER INFORMATION	25	26
~~Signatures~~	27Signatures	27
~~Exhibits~~	Exhibits	28

Item 1

POCAHONTAS BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)

	December 31, 2004			September 30, 2004
	March 31, 2005			September 30, 2004
ASSETS
Cash	$	3312,~~963~~856,~~056~~239		$	35,218,491
Cash surrender value of life insurance		7,~~778~~925,~~187~~501			7,684,251
Securities held-to-maturity, at cost		~~107~~138,~~074~~314,~~677~~318			86,200,660
Securities available-for-sale, at fair value		~~171~~161,~~828~~563,~~104~~993			160,633,022
Trading securities, at fair value		2,~~348~~905,~~051~~919			1,982,365
Loans receivable, net		~~365~~360,~~068~~278,~~610~~949			382,316,096
Loans receivable, held for sale		1,~~048~~673,~~200~~903			1,494,200
Accrued interest receivable		3,~~874~~985,~~842~~636			4,196,103
Premises and equipment, net		15,~~348~~650,~~762~~086			13,762,438
Federal Home Loan Bank stock, at cost		78,~~974~~032,600			7,925,900
Goodwill		8,847,572			8,847,572
Core deposit premiums		65,~~053~~809,~~222~~921			6,296,523
Other assets		34,~~302~~701,~~977~~337			3,350,292
TOTAL ASSETS	$	~~734~~732,~~510~~545,~~860~~974		$	719,907,913
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES:
Deposits	$	~~504~~500,~~864~~730,~~692~~675		$	491,078,533
Federal Home Loan Bank advances		~~153~~158,~~835~~183,~~416~~028			153,896,869
Deferred compensation		2,~~375~~273,~~555~~772			2,430,094
Accrued expenses and other liabilities		3,~~205~~488,~~435~~574			3,059,676
Trust preferred securities		16,~~947~~952,~~108~~300			16,941,917
Total liabilities		681,~~228~~628,~~206~~349			667,407,089
STOCKHOLDERS’ EQUITY:
Common stock, $0.01 par value, 8,000,000 shares authorized; 7,602,492 shares issued and 4,641,717 shares outstanding at December 31, 2004 and September 30, 2004, respectively		76,024			76,024
Common stock, $0.01 par value, 8,000,000 shares authorized; 7,602,492 shares issued and 4,641,717 shares outstanding at March 31, 2005 and September 30, 2004, respectively		76,024			76,024
Additional paid-in capital		57,447,655			57,447,655
Unearned ESOP shares		(2,435,931	)		(2,116,198	)
Accumulated other comprehensive loss, net		(~~361~~2,~~562~~785,113	)		(717,085	)
Retained earnings		2223,~~959~~017,~~012~~534			22,212,972
		77,685,198			76,903,368
		75,320,169			76,903,368
Treasury stock at cost, 2,960,775 shares, at December 31, 2004 and September 30, 2004		(24,402,544	)		(24,402,544	)
Treasury stock at cost, 2,960,775 shares, at March 31, 2005 and September 30, 2004		(24,402,544	)		(24,402,544	)
Total stockholders’ equity		5350,~~282~~917,~~654~~625			52,500,824
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	~~734~~732,~~510~~545,~~860~~974		$	719,907,913

See notes to unaudited condensed consolidated financial statements.

POCAHONTAS BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

	Three-Months Ended December 31
	Three Months Ended March 31						Six Months Ended March 31
	2004			2003
	2005				2004		2005		2004
INTEREST INCOME:
Loans receivable	$	5,~~792~~522,~~124~~801		$	~~6,213,706~~$	5,946,192	$	11,314,925	$	12,159,899
Investment securities		23,~~985~~201,~~994~~417			~~3,239,810~~	3,196,538		6,187,410		6,436,348
Total interest income		8,~~778~~724,~~118~~218			~~9,453,516~~	9,142,730		17,502,335		18,596,247
INTEREST EXPENSE:
Deposits		2,~~795~~934,~~804~~733			~~3,442,901~~	2,964,550		5,730,537		6,407,451
Borrowed funds		1,~~273~~280,~~509~~508			~~718,044~~	826,328		2,554,017		1,544,372
Trust preferred securities		~~341~~351,~~398~~875			~~314,194~~	315,375		693,273		629,569
Total interest expense		4,~~410~~567,~~711~~116			~~4,475,139~~	4,106,253		8,977,827		8,581,392
NET INTEREST INCOME		4,~~367~~157,~~407~~102			~~4,978,377~~	5,036,477		8,524,508		10,014,855
PROVISION FOR LOAN LOSSES		~~125,000~~—			~~150,000~~	350,000		125,000		500,000
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		4,~~242~~157,~~407~~102			~~4,828,377~~	4,686,477		8,399,508		9,514,855
OTHER INCOME:
Fees and service charges		~~793~~769,~~704~~876			~~790,522~~	745,435		1,563,580		1,535,957
Gain on sale of loans		~~273~~201,~~429~~608			~~350,081~~	252,340		475,038		602,421
Loss on sale of securities, net		—			(12,923	)
Gain on sale of securities, net		—				52,458		—		39,535
Trading gains, net		362,128			153,222
Trading gains (loss), net		(338,408	)			287,231		23,720		440,453
Other		121,527			92,264
Gain on sale of branches		—				139,334		—		139,334
Total other income		1,550,788			1,373,166
Other		185,625				129,720		307,152		221,984
OPERATING EXPENSE:
Total other income		818,701				1,606,518		2,369,490		2,979,684
Compensation and benefits		2,369,650			2,412,014
OPERATING EXPENSE:
Occupancy and equipment		668,533			728,758
Compensation and benefits		2,391,062				2,359,192		4,760,712		4,771,207
Insurance premiums		90,459			70,386
Occupancy and equipment		766,139				723,091		1,434,672		1,451,849
Professional fees		256,757			228,439
Insurance premiums		85,882				92,894		176,341		163,280
Data processing		148,212			166,493
Professional fees		280,496				240,268		537,253		468,707
Advertising and donations		166,744			70,366
Data processing		163,410				172,209		311,622		338,702
Office supplies		52,755			69,875
Advertising and donations		253,783				71,674		420,528		142,041
REO and other repossessed assets		27,535			64,791
Office supplies		65,175				50,996		117,929		120,871
Other		319,272			320,995
REO and other repossessed assets		11,977				112,875		39,512		177,665
Total operating expense		4,099,917			4,132,117
Other		307,421				290,836		626,692		611,831
INCOME BEFORE INCOME TAXES		1,693,278			2,069,426
Total operating expense		4,325,345				4,114,035		8,425,261		8,246,153
INCOME TAXES		575,900			703,931
INCOME BEFORE INCOME TAXES		650,458				2,178,960		2,343,737		4,248,386
NET INCOME	$	1,117,378		$	1,365,495
INCOME TAXES		220,600				747,069		796,500		1,451,000
NET INCOME	$	429,858			$	1,431,891	$	1,547,237	$	2,797,386

(Continued)

POCAHONTAS BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

	Three-Months EndedDecember 31
	Three Months Ended March 31							Six Months Ended March 31
	2004			2003
	2005				2004			2005			2004
OTHER COMPREHENSIVE INCOME, NET OF TAX:
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Unrealized holding gain (loss) on securities available for-sale arising during the period	$	~~355~~(2,~~523~~423,551	)	$	~~(688,160~~$	)1,582,539		$	(2,068,028	)	$	894,378
Reclassification adjustment for losses included in net income	$	—		$	8,529
Reclassification adjustment for gains included in net income		—				(34,622	)		—			(26,093	)
Other comprehensive income (loss)	$	~~355~~(2,~~523~~423,551	)	$	~~(679,631~~	)1,547,917			(2,068,028	)		868,285
COMPREHENSIVE INCOME	$	1,472,901		$	685,864
COMPREHENSIVE INCOME (LOSS)	$	(1,993,693	)		$	2,979,808		$	(520,791	)	$	3,665,671
EARNINGS PER SHARE:
Basic earnings per share	$	0.2510		$	~~0.30~~$	0.32		$	0.34		$	0.62
Diluted earnings per share	$	0.2409		$	~~0.30~~$	0.31		$	0.34		$	0.61

(Concluded)

See notes to unaudited condensed consolidated financial statements.

POCAHONTAS BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

	Common Stock			~~AdditionalPaid~~Additional Paid-~~InCapital~~In Capital		~~UnearnedESOP~~Unearned ESOP Shares			~~AccumulatedOtherComprehensiveIncome~~Accumulated Other Comprehensive Income(loss)			~~RetainedEarnings~~Retained Earnings			Treasury Stock				Total Stockholders’ Equity
	Shares	Amount													Shares	Amount
BALANCE, OCTOBER 1, 2004	7,602,492	$	76,024	$	57,447,655	$	(2,116,198	)	$	(717,085	)	$	22,212,972		2,960,775	$	(24,402,544	)	$	52,500,824
Purchase of stock with ESOP loan							(319,733	)												(319,733	)
Net change in unrealized gain (loss) on available-for-sale securities, net of tax										~~262~~(2,~~074~~240,871	)									~~262~~(2,~~074~~240,871	)
Amortization of loss for securities transferred to HTM										93172,~~449~~843					—		—			93172,~~449~~843
Net income													1,~~117~~547,~~378~~237							1,~~117~~547,~~378~~237
Dividends	—		—		—		—			—			(371,338	)	—		—			(371,338	)
Dividends declared	—		—		—		—			—			(742,675	)	—		—			(742,675	)
BALANCE, DECEMBER 31, 2004	7,602,492	$	76,024	$	57,447,655	$	(2,435,931	)	$	(361,562	)	$	22,959,012		2,960,775	$	(24,402,544	)	$	53,282,654
BALANCE, March 31, 2005	7,602,492	$	76,024	$	57,447,655	$	(2,435,931	)	$	(2,785,113	)	$	23,017,534		2,960,775	$	(24,402,544	)	$	50,917,625

See notes to unaudited condensed consolidated financial statements.

POCAHONTAS BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Three-Months ended December 31,
	Six Months Ended March 31,
	2004			2003
	2005			2004
OPERATING ACTIVITIES:
Net income	$	1,~~117~~547,~~378~~237		$	12,~~365~~797,~~495~~386
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		125,000			~~150~~500,000
Depreciation of premises and equipment		~~311~~702,~~077~~197			~~349~~683,~~543~~028
Amortization of deferred loan fees		(2334,~~567~~867	)		(1429,~~919~~823	)
Amortization of premiums and discounts, net		3784,~~443~~550			1130,~~692~~041
Amortization of core deposit premium		~~243~~486,~~301~~602			~~247~~457,~~856~~861
Origination of loans held for sale		(1423,~~664~~908,~~565~~668	)		(1629,~~851~~567,~~006~~217	)
Proceeds from sale of loans held for sale		1524,~~110~~204,~~565~~003			1832,~~988~~663,~~669~~496
Net gains on sales of loans		(~~273~~475,~~429~~038	)		(~~350~~602,~~081~~421	)
Net losses on sales of investment securities		—			12,923
Net gain on sales of investment securities		—			(39,535	)
Increase in cash surrender value of life insurance policies		(93,936	)		(79,201	)
Gain on sale of branches		—			(139,334	)
Increase in cash surrender value of life insurance policies		(241,250	)		(247,096	)
Changes in operating assets and liabilities, net of effects of acquired companies:
Trading securities		(~~365~~923,~~686~~554	)		(~~159~~522,~~958~~254	)
Accrued interest receivable		~~321~~210,~~261~~467			~~830~~1,~~822~~371,812
Other assets		(~~301~~1,~~007~~856,579	)		(~~691~~1,~~234~~633,628	)
Deferred compensation		(54156,~~539~~322	)		(~~197~~328,~~171~~488	)
Accrued expenses and other liabilities		~~145~~428,~~759~~898			~~(517~~270,~~988~~413	)
Net cash provided by operating activities		1192,~~635,055~~676			35,~~095~~664,~~442~~241
INVESTING ACTIVITIES:
Purchases of securities available-for-sale		(42,714,327	)		(12,355,261	)
Sale of branches to Bank of Cave City, Arkansas		—			(9,695,300	)
Proceeds from sale of securities available-for-sale		—			12,699,332
Purchases of securities available-for-sale		(78,029,357	)		(37,917,401	)
Proceeds from maturities, calls and principal prepayment of investment securities		10,968,501			18,755,190
Proceeds from sale of securities available-for-sale		—			43,895,306
Net increase in FHLB Bank stock		(48,700	)		(61,600	)
Proceeds from maturities, calls and principal prepayment of investment securities		22,842,533			35,256,678
Net (increase) decrease in loans		17,419,482			(7,145,030	)
Net increase in FHLB Bank stock		(106,700	)		(571,700	)
Proceeds from sale of REO		348,321			436,403
Net decrease in loans		21,947,014			4,153,866
Proceeds from sale of REO		505,534			1,007,387
Proceeds from sale of assets		681			6,048
Purchases of premises and equipment		(12,~~898~~590,~~083~~526	)		(~~167~~405,~~641~~110	)
Net cash provided (used) by investing activities		(1535,~~924~~430,~~125~~821	)		1235,~~167~~729,~~441~~774

(Continued)

POCAHONTAS BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Three-Months ended December 31,
	Six Months Ended March 31,
	2004			2003
	2005			2004
FINANCING ACTIVITIES:
Net increase (decrease) in deposits	$	139,~~786~~652,~~159~~142		$	(1437,~~726~~821,~~868~~058	)
Net decrease in FHLB advances		(61,453	)		(2,247,859	)
Net increase in FHLB advances		4,286,159			13,323,404
Purchase of stock with ESOP loan		(319,733	)		(270,742	)
Proceeds from stock options		—			144,000
Dividends paid		(371,338	)		(363,983	)
Purchase of stock for ESOP		(319,733	)		(562,046	)
Net cash provided (used) by financing activities		13,033,635			(17,609,452	)
Dividends paid		(742,675	)		(729,246	)
NET DECREASE IN CASH		(1,255,435	)		(2,346,569	)
Net cash provided (used) by financing activities		12,875,893			(25,644,946	)
NET INCREASE (DECREASE) IN CASH		(22,362,252	)		15,749,069
CASH AT BEGINNING OF PERIOD		35,218,491			22,020,489
CASH AT END OF PERIOD	$	3312,~~963~~856,~~056~~239		$	1937,~~673~~769,~~920~~558

(Concluded)

See notes to unaudited condensed consolidated financial statements.

POCAHONTAS BANCORP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.	BASIS OF PRESENTATION

The condensed consolidated statement of financial condition information at September 30, 2004 was derived from the audited balance sheet of Pocahontas Bancorp, Inc. (the “Company”), at September 30, 2004. The condensed consolidated financial statements at and for the three- and six months ended ~~December~~March 31, ~~2004~~2005 and ~~2003~~2004 are unaudited. The accompanying condensed consolidated financial ~~statements~~ statements were prepared in accordance with accounting principles generally accepted in the ~~Untied~~United States of America for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation 10 of Regulation S-X. Certain information required for a complete presentation in accordance with generally accepted accounting principles has been omitted. All adjustments that are, in the opinion of management, necessary for a fair presentation of the interim financial statements have been included. The results of operations for the three- and six months ended ~~December~~March 31, ~~2004~~2005, are not necessarily indicative of the results that may be expected for the entire fiscal year or any interim period.

The interim financial information should be read in conjunction with the consolidated financial statements and notes of the Company, including a summary of significant accounting policies followed by the Company, included in the Annual Report for the fiscal year ended September 30, 2004. The accompanying condensed consolidated financial statements include the accounts of the Company, its wholly owned subsidiary, First Community Bank (the “Bank”); as well as the Bank’s subsidiaries, Southern Mortgage Corporation, P.F. Service, Inc. and Sun Realty, Inc., which provide real estate services (collectively referred to as the “Company”). All significant intercompany transactions have been eliminated in consolidation.

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Stock Compensation - The Company applies the provisions of APB 25 in accounting for its stock options plans, as allowed under Statement of Financial Accounting Standards (“SFAS”) No. 123, Accounting for Stock-Based Compensation. Accordingly, no compensation cost has been recognized for the options granted to employees or directors with strike prices at or above the market value of the stock at the date of grant. Had compensation cost for these options been determined at the grant dates for awards under those plans consistent with the methods of SFAS No. 123, the Company’s pro forma net income and pro forma earnings per share for the three and six months ended March 31, 2005 and 2004, would have been as follows:


	Three Months Ended March 31,				Six Months Ended March 31,
	2005		2004		2005		2004
	*(in thousands)*				*(in thousands)*
Net income, as reported	$	430	$	1,432	$	1,547	$	2,797
Deduct: Total stock-based compensation expense determined under fair value based method, net of related tax effects		—		—		—		(12	)

Pro forma net income	$	430	$	1,432	$	1,547	$	2,785

Earnings per share:
Basic - as reported	$	0.10	$	0.32	$	0.34	$	0.62
Basic - pro forma	$	0.09	$	0.32	$	0.34	$	0.62
Diluted - as reported	$	0.09	$	0.31	$	0.34	$	0.61
Diluted - pro forma	$	0.09	$	0.31	$	0.34	$	0.61

Stock Compensation - The Company applies the provisions of APB 25 in accounting for its stock options plans, as allowed under Statement of Financial Accounting Standards (“SFAS”) No. 123, Accounting for Stock-Based Compensation. Accordingly, no compensation cost has been recognized for the options granted to employees or directors with strike prices at or above the market value of the stock at the date of grant. Had compensation cost for these options been determined at the grant dates for awards under those plans consistent with the methods of SFAS No. 123, the Company’s pro forma net income and pro forma earnings per share for the three-months ended December 31, 2004 and 2003, would have been as follows:

	Three-Months Ended December 31,
	2004		2003
	(in thousands)
Net income, as reported	$	1,117	$	1,365
Deduct: Total stock-based compensation expense determined under fair value based method, net of related tax effects		—		(12	)
Pro forma net income	$	1,117	$	1,353
Earnings per share:
Basic - as reported	$	0.25	$	0.30
Basic - pro forma	$	0.25	$	0.30
Diluted - as reported	$	0.24	$	0.30
Diluted - pro forma	$	0.24	$	0.30

In determining the above pro forma disclosure, the fair value of options granted during the year was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: expected volatility - 37%, expected life of grant - 6.5 years, risk free interest rate 5.25%, and expected dividend rate of 2.5%.

Recently Adopted or Issued Accounting Standards – Management of the Company is considering the impact of Emerging Issues Task Force (“EITF”) Issue 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments (“EITF 03-1”). EITF 03-1 indicates that an investor must have the intent and ability to hold an investment until a forecasted recovery of the fair value up to or beyond the cost of the investment in order to determine that any impairment is temporary. If the investor does not have the intent and ability to hold the investment until a forecasted recovery, then an other-than-temporary impairment must be recorded. The consensus by the EITF is effective for periods beginning after June 15, 2004. However, the guidance contained in paragraphs 10-20 of EITF 03-1 has been delayed by FASB Staff Position (“FSP”) EITF Issue 03-1-1, “Effective Date of Paragraphs 10-20 of EIFP Issue No. 03-1, ‘The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments’,” posted September 30, 2004. This delay does not suspend the requirements to recognize other-than-temporary impairments as required by existing authoritative literature. During the period of the delay, an entity holding investments should continue to apply relevant “other-than-temporary” guidance. The delay of the effective date for paragraphs 10-20 of Issue 03-1 will be superseded concurrent with the final issuance of FSP EITF Issue 03-1-a, “Implementation Guidance for the Application of Paragraph 16 of EITF Issue No. 03-1, ‘The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments.’” Management has determined that the impact of EITF 03-1 was not material at ~~December~~March 31, ~~2004~~2005, but is continuing to evaluate the possible future impact on the Company’s consolidated financial statements.

In December 2004 the FASB issued Statement Number 123 (revised 2004) (“FAS 123 (R)”), Share-Based Payments. FAS 123 (R) requires all entities to recognize compensation expense in an amount equal to the fair value of share-based payments such as stock options granted to employees. The Company is required to apply FAS 123 (R) on a modified prospective method. Under this method, the Company is required to record compensation expense (as previous awards continue to vest) for the unvested portion of previously granted awards that remain outstanding at the date of adoption. In addition, the Company may elect to adopt FAS 123 (R) by restating previously issued financial statements, basing the amounts on the expense previously calculated and reported in their pro forma disclosures that had been required by FAS 123. FAS 123 (R) is effective for the first ~~reporting~~fiscal ~~period~~year beginning after June 15, 2005. Management has not completed its evaluation of the effect that FAS 123 (R) will have but believes that the effect will be consistent with the application disclosed in its pro forma disclosures.

Reclassifications – Certain amounts for the ~~three~~six-month period ended ~~December~~March 31, ~~2003 have~~2004 have been reclassified to conform to the presentation for the ~~three~~six-month period ended ~~December~~March 31, ~~2004~~2005.

2.	EARNINGS PER SHARE

The earnings per share amounts were computed using the weighted average number of shares outstanding during the periods presented. In accordance with Statement of Position No. 93-6, Employers’ Accounting for Employee Stock Ownership Plans, issued by the American Institute of Certified Public Accountants, shares owned by the Company’s Employee Stock Ownership Plan that have not been committed to be released are not considered to be outstanding for the purpose of computing earnings per share.

The weighted average numbers of shares used in the basic and diluted earnings per share calculation are set out in the table below:

	Three-Months Ended
	Three Months Ended March 31,		Six Months Ended March 31,
	December 31, 2004	December 31, 2003
	2005	2004	2005	2004
Total weighted average basic shares outstanding	4,~~512~~491,~~059~~752	4,~~504~~488,~~991~~201	4,498,732	4,496,596
Add dilutive effect of unexercised options	84,~~315~~243	~~105~~126,~~492~~377	84,012	116,534
Total weighted average shares outstanding for dilutive earnings-per-share calculation	4,~~596~~575,~~374~~995	4,~~610~~614,~~483~~578	4,582,744	4,613,130

3.	DECLARATION OF DIVIDENDS

On ~~November~~February 1716, ~~2004~~2005, the Board of Directors declared an $0.08 per share quarterly cash dividend for holders of record ~~December~~March 15, ~~2004~~2005. The dividend was paid ~~January~~April 34, 2005.

4.	BENEFIT PLANS

Stock Option Plan - The Company’s stockholders approved the 1998 Stock Option Plan (“SOP”) on October 23, 1998. The SOP provides for a committee of the Company’s Board of Directors to award incentive non-qualified or compensatory stock options to purchase up to 357,075 shares of Company common stock. The options vest in equal amounts over five years with the first vesting date on October 23, 1999. Options granted vest immediately in the event of retirement, disability, or death, or following a change in control of the Company. Outstanding stock options can be exercised over a ten-year period. Under the SOP, options have been granted to directors and key employees of the Company. The exercise price in each case equals the fair market value of the Company’s stock at the date of grant. The Company granted 350,000 options on October 23, 1998, which have an exercise price of $9.00 per share. As of ~~December~~March 31, ~~2004~~2005, 174,000 options were outstanding and exercisable.

NARK Stock Option Plan – During the fiscal year ended September 30, 2002, the Company completed its acquisition of North ~~Arkansas~~ Arkansas Bancshares, Inc. The Company assumed 30,970 in stock options granted to employees and directors of North Arkansas Bancshares, Inc. related to such acquisition. All options granted to non-employee directors shall expire one year after the non-employee director ceases to maintain continuous service. On ~~December~~March 31, ~~2004~~2005, 16,831 options were outstanding.

5.	GOODWILL AND INTANGIBLE ASSETS

The Company performed its annual impairment test as of April 1, 2004 and concluded there was no impairment to the book value of the Company’s goodwill. Absent any impairment indicators, the Company will perform its next impairment test as of April 1, 2005, during the quarter ended June 30, 2005.

As of ~~December~~March 31, ~~2004~~2005 the Company had total core deposit premiums of $65,~~053~~809,~~222~~921, net of accumulated amortization of $3,~~536~~780,~~985~~286. Core deposit premiums are estimated to have a useful life of 10 years. The Company has no identifiable intangible assets with indefinite useful lives.

The amortization of core deposit premiums is reported in the “interest expense on deposits” line item of the Company’s Consolidated Statement of Income. Total amortization expense for core deposit premiums was approximately $~~243~~486,~~301~~602 for the ~~three~~six-month period ended ~~December~~ March 31, ~~2004~~2005. Amortization expense for the net carrying amount of core deposit premiums at ~~December~~March 31, ~~2004~~2005, iswas estimated to be as follows (in thousands):

Nine-months ending September 30, 2005	$	730
Six months ending September 30, 2005	$	487
Year ending September 30, 2006		973
Year ending September 30, 2007		973
Year ending September 30, 2008		839
Year ending September 30, 2009		794
After September 30, 2009		1,744
Total	$	65,~~053~~810

6.	CONTINGENCIES

The Company is a defendant in certain claims and legal actions arising in the ordinary course of business. In the opinion of management, after consultation with legal counsel, the ultimate disposition of these matters is not expected to have a material adverse effect on the condensed consolidated financial statements of the Company and its subsidiaries.

7.	ALLOWANCE FOR LOAN LOSSES

A summary of the activity in the allowance for loan losses is as follows (in thousands):

	Three-Months Ended
	Three Months Ended March 31,						Six Months Ended March 31,
	December 31, 2004			December 31, 2003
	2005			2004			2005			2004
Balance at beginning of the period	$	3,~~765~~666		$	43,~~068~~857		$	3,765		$	4,068
Provision for losses		~~125~~—			~~150~~350			125			500
Charge-offs		(~~386~~378	)		(~~512~~352	)		(764	)		(864	)
Recoveries		~~162~~149			~~151~~88			311			239
Balance at end of the period	$	3,~~666~~437		$	3,~~857~~943		$	3,437		$	3,943

8.	EMPLOYEE STOCK OWNERSHIP PLAN

The Company established an Employee Stock Ownership Plan (“ESOP”) on March 31, 1998. During the quarter ended ~~December~~March 31, ~~2004~~2005, the ESOP established a new $3.09 million line of credit with the Company. The loan proceeds were used to ~~payoff~~pay off the $0.29 million balance of the loan established during fiscal 2003 and the $1.80 million balance of the loan established during fiscal 2004. ~~The~~ The remaining $1.00 million is to be used to purchase additional shares of Company stock on or before December 31, 2005. The loan is collateralized by shares that are purchased with the proceeds of the loan. As of ~~December~~March 31, ~~2004~~2005, the ESOP owed $2.41 million on the line of credit and had $0.68 million available to purchase additional shares. As the loan is repaid, ESOP shares will be allocated to participants of the ESOP and are available for release to the participants subject to the vesting provisions of the ESOP.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

Pocahontas Bancorp, Inc.

Pocahontas, Arkansas

We have reviewed the accompanying condensed consolidated statement of financial condition of Pocahontas Bancorp, Inc. and subsidiaries (the “Company”) as of ~~December~~March 31, ~~2004~~2005, and the related condensed consolidated statements of income and comprehensive income ~~and~~(loss) ~~cash flows~~ for the three-month and six-month periods ended ~~December~~March 31, ~~2004~~2005 and ~~2003~~2004, ~~and~~of stockholders’ equity for the ~~three~~six-month period ended ~~December~~March 31, 2005, and of cash flows for the six-month periods ended March 31, 2005 and 2004. These interim financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of financial condition of Pocahontas Bancorp, Inc. and subsidiaries as of September 30, 2004, and the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated December 22, 2004, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated statement of financial condition as of September 30, 2004, is fairly stated, in all material respects, in relation to the consolidated statement of financial condition from which it has been derived.

/s/ Deloitte & Touche LLP

Little Rock, Arkansas

~~February~~May 10, 2005

ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This quarterly report on Form 10-Q contains forward-looking statements. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes”, “anticipates”, “plans”, “expects” and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause the Company’s actual results to differ materially from those contemplated by such forward-looking statements. These important factors include, without limitation, the Bank’s continued ability to originate quality loans, fluctuation of interest rates, real estate market conditions in the Bank’s lending areas, general and local economic conditions, the Bank’s continued ability to attract and retain deposits, the Company’s ability to control costs, new accounting pronouncements and changing regulatory requirements.

Overview - The Company is a savings and loan holding company headquartered in Jonesboro, Arkansas. The Company has no substantial operations other than serving as the holding company of its wholly owned subsidiary, First Community Bank (the “Bank”).

The Bank is a community-oriented federally chartered savings and loan association regulated by the Office of Thrift Supervision (OTS). The Bank has a total of 18 locations concentrated in the Northeast Arkansas counties of Craighead, Clay, Green, Jackson, Lawrence, Poinsett, Randolph and Sharp. Southern Mortgage Company, a mortgage company located in Tulsa, Oklahoma, is a wholly owned subsidiary of the Bank.

Our primary business consists of acting as a financial intermediary by attracting deposits from the general public and using such funds, together with borrowings and other funds, to originate loans and invest in securities. Mortgage loans consist primarily of single family residential and commercial real estate located in the Company’s primary market areas. In addition to mortgage loans the Company uses funds to originate construction, consumer and commercial business loans and to purchase investment securities.

The Company is moving forward with many strategic initiatives this fiscal year. The Company is constructing two new branch locations in northeast Arkansas (one in Jonesboro and the other in Paragould). A new mall is scheduled to open in Jonesboro and we expect to open a location there. We are also expanding our operations in Tulsa, Oklahoma, having purchased a building there during the first quarter ~~ended~~of ~~December~~fiscal ~~31, 2004~~2005. The Tulsa branch isopened ~~scheduled to open~~ during ~~the~~April ~~spring of~~ 2005 and ~~will~~offers ~~offer~~ full service banking to our customers ~~there~~.

~~First~~Second Quarter Highlights - Net income was $10.1243 million for the quarter ended March ~~December~~ 31, ~~2004~~2005, compared to net income of $1.3743 million for the quarter ended ~~December~~March 31, ~~2003~~2004, a decrease of $01.2500 million or 1869.29%. Basic earnings per share ~~was~~were $0.2510 and diluted earnings per share ~~was~~were $0.2409 for the quarter ended ~~December~~ March 31, ~~2004~~2005, compared to basic earnings per share of $0.32 and diluted earnings per share of $0.3031 for the same period last year.

The decrease in net income for the quarter ended ~~December~~March 31, ~~2004~~2005 was primarily due to the decrease in net interest income ~~which~~and ~~was partially offset by~~ a $0.2134 million ~~increase~~trading inloss ~~trading~~for ~~gains~~the quarter ended March 31, 2005 on our trading securities portfolio compared to a $0.29 million trading gain for the quarter ended March 31, 2004. Net interest income before provision for loan loss for the quarter ended ~~December~~March 31, ~~2004~~2005 decreased 1217.3% to $4.37 16 million ~~compared~~from to $45.9804 million for the quarter ended ~~December~~March 31, ~~2003~~2004. The Company’s net interest rate spread was 2.8777% for the quarter ended ~~December~~March 31, ~~2004~~2005 compared to 3.0218% for the quarter ended ~~December~~March 31, ~~2003~~2004. Net interest margin was 2.7259% for the quarter ended ~~December~~March 31, ~~2004~~2005 compared to 23.9409% for the quarter ended ~~December~~March 31, ~~2003~~2004. The yield on average interest earning assets decreased 1116 basis points and the cost on average interest bearing liabilities increased 424 basis points for the quarter ended ~~December~~March 31, ~~2004~~2005 when compared to the rates for the same period last year resulting in the decreased interest rate spread and net interest income for the quarter.

Net income was $1.55 million for the six months ended March 31, 2005, compared to net income of $2.80 million for the six months ended March 31, 2004, a decrease of $1.25 million or 44.7%. Basic and diluted earnings per share was $0.34 for the six months ended March 31, 2005, compared to basic earnings per share of $0.62 and diluted earnings per share of $0.61 for the same period last year.

The decrease in net income for the six months ended March 31, 2005 was primarily due to the decrease in net interest income and net trading gains on our trading securities portfolio. Net interest income before provision for loan loss for the six months ended March 31, 2005 decreased 14.9% to $8.53 million compared to $10.02 million for the six months ended March 31, 2004. The Company’s net interest rate spread was 2.82% for the six months ended March 31, 2005 compared to 3.10% for the six months ended March 31, 2004. Net interest margin was 2.66% for the six months ended March 31, 2005 compared to 3.01% for the six months ended March 31, 2004. The yield on average interest earning assets decreased 13 basis points and the cost on average interest bearing liabilities increased 14 basis points for the six months ended March 31, 2005 when compared to the rates for the same period last year resulting in the decreased interest rate spread and net interest income for the six months.

Critical Accounting Policies - In preparing financial information, management is required to make significant estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses for the periods shown. The accounting principles followed by the Company and the methods of applying these principles conform with accounting principles generally accepted in the United States and general banking practices. Estimates and assumptions most significant to the Company are related primarily to allowance for loan losses and goodwill and are summarized in the following discussion and the notes to the consolidated financial statements.

The Company has established a systematic method of periodically reviewing the credit quality of the loan portfolio in order to establish a sufficient allowance for losses on loans. The allowance for losses on loans is based on management’s current judgments about the credit quality of individual loans and segments of the loan portfolio. The allowance for losses on loans is established through a provision for loan losses based on management’s evaluation of the risk inherent in the loan portfolio, and considers all known internal and external factors that affect loan collectability as of the reporting date. Such evaluation, which includes a review of all loans on which full collectability may not be reasonably assured, considers among other matters, the ~~estimate~~estimated net realizable value or the fair value of the underlying collateral, economic conditions, historical loan loss experience, management’s knowledge of inherent risks in the ~~portfolio~~ portfolio that are probable and reasonably estimable and other factors that warrant recognition in providing an appropriate loan loss allowance. Although we believe that we have established and maintained the allowance for loan losses at adequate levels, different assumptions used in evaluating the adequacy of the allowance could result in material changes in the Company’s consolidated financial condition and results of operations. The Company’s policies and methodology for determining the allowance involve a high degree of complexity and require subjective judgments about uncertain matters.

The Company’s goodwill (the amount paid in excess of fair value of acquired net assets) is reviewed at least annually to ensure that there have been no events or circumstances resulting in an impairment of the recorded amount of excess purchase price. Adverse changes in the economic environment, operations of acquired business units, or other factors could result in a decline in projected fair values. If the estimated fair value is less than the carrying amount, a loss would be recognized to reduce the carrying amount to implied fair value.

Management has discussed the development and selection of these critical accounting policies with the Audit Committee of the Board of Directors.

Balance Sheet Analysis and Comparison of Results of Operations for the ~~Three-Months~~Six months Ended ~~December~~March 31, ~~2004~~2005 and September 30, 2004

The following table shows the variance in dollars and percent change between the Condensed Consolidated Statements of Financial Condition at ~~December~~March 31, ~~2004~~2005 and at September 30, 2004:

	Dec-31-2004			Sep-30-2004			Variance			% Change
	March 31, 2005				September 30, 2004				Variance			% Change
	(Amounts in thousands)
	(Unaudited)
ASSETS
Cash	~~33,963~~$	12,856		~~35,218~~	$	35,218	~~(1,255~~	)	$	~~-3.6~~(22,362	%)	-63.5	%
Cash surrender value of life insurance	~~7,778~~	7,926		~~7,684~~		7,684	94			~~1.2~~242	%	3.1	%
Securities held-to-maturity, at amortized cost	~~107,075~~	138,314		~~86,201~~		86,201	~~20,874~~			~~24.2~~52,113	%	60.5	%
Securities available-for-sale, at fair value	~~171,828~~	161,564		~~160,633~~		160,633	~~11,195~~			~~7.0~~931	%	0.6	%
Trading securities, at fair value	~~2,348~~	2,906		~~1,982~~		1,982	~~366~~			~~18.5~~924	%	46.6	%
Loans receivable, net	~~365,069~~	360,279		~~382,316~~		382,316	~~(17,247~~	)		~~-4.5~~(22,037	%)	-5.8	%
Loans receivable held for sale	~~1,048~~	1,674		~~1,494~~		1,494	~~(446~~	)		~~-29.9~~180	%	12.0	%
Accrued interest receivable	~~3,875~~	3,986		~~4,196~~		4,196	~~(321~~	)		~~-7.7~~(210	%)	-5.0	%
Premises and equipment, net	~~15,349~~	15,650		~~13,762~~		13,762	~~1,587~~			~~11.5~~1,888	%	13.7	%
Federal Home Loan Bank Stock, at cost	~~7,974~~	8,032		~~7,926~~		7,926	48			~~0.6~~106	%	1.3	%
Goodwill	~~8,848~~	8,848		~~8,848~~		8,848	—			~~0.0~~—	%	0.0	%
Core deposit premiums, net	~~6,053~~	5,810		~~6,297~~		6,297	~~(244~~	)		~~-3.9~~(487	%)	-7.7	%
Other assets	~~3,303~~	4,701		~~3,351~~		3,351	~~(48~~	)		-1.4,350	%	40.3	%
TOTAL ASSETS	~~734,511~~$	732,546		~~719,908~~	$	719,908	~~14,603~~		$	~~2.0~~12,638	%	1.8	%
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES:
Deposits	~~504,865~~$	500,731		~~491,078~~	$	491,078	~~13,787~~		$	~~2.8~~9,653	%	2.0	%
Federal Home Loan Bank advances	~~153,835~~	158,183		~~153,897~~		153,897	~~(62~~	)		~~0.0~~4,286	%	2.8	%
Deferred compensation	~~2,375~~	2,274		~~2,430~~		2,430	~~(55~~	)		~~-2.3~~(156	%)	-6.4	%
Accrued expenses and other liabilities	~~3,206~~	3,488		~~3,060~~		3,060	~~146~~			~~4.8~~428	%	14.0	%
Trust preferred securities	~~16,947~~	16,952		~~16,942~~		16,942	5			~~0.0~~10	%	0.1	%
Total liabilities	~~681,228~~	681,628		~~667,407~~		667,407	~~13,821~~			~~2.1~~14,221	%	2.1	%
STOCKHOLDERS’ EQUITY:
Common stock	76	76		76		76	—			~~0.0~~—	%	0.0	%
Additional paid-in capital	~~57,448~~	57,448		~~57,448~~		57,448	—			~~0.0~~—	%	0.0	%
Unearned ESOP Shares	~~(2,436~~	)(2,436	)	~~(2,116~~	)	(2,116	~~(320~~)	)		~~15.1~~(320	%)	15.1	%
Accumulated other comprehensive loss	~~(361~~	)(2,785	)	~~(717~~	)	(717	~~356~~)			~~-49.7~~(2,068	%)	288.4	%
Retained earnings	~~22,959~~	23,018		~~22,213~~		22,213	~~746~~			~~3.4~~805	%	3.6	%
	77,686			76,904			782			1.0	%
		75,321				76,904				(1,583	)	-2.1	%
Less treasury stock, at cost	~~(24,403~~	)(24,403	)	~~(24,403~~	)	(24,403	—)			~~0.0~~—	%	0.0	%
Total stockholders’ equity	~~53,283~~	50,918		~~52,501~~		52,501	~~782~~			(1.5,583	%)	-3.0	%
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	~~734,511~~$	732,546		~~719,908~~	$	719,908	~~14,603~~		$	~~2.0~~12,638	%	1.8	%

The following table shows the variance in dollars and percent change between the Condensed Consolidated Statements of Income for the ~~three-~~six months ended ~~December~~March 31, ~~2004~~2005 and ~~2003~~2004:

	Three-Months EndedDecember 31,					Variance			% Change
	Six Months Ended March 31
	2004		2003
	2005			2004			Variance				% Change
	(amounts in thousands)
	(amounts in thousands) (unaudited)
	(unaudited)
INTEREST INCOME:
INTEREST INCOME:
Loans receivable	$	11,315		$	12,160		$	(845	)		-6.9	%
Loans receivable	5,792		6,213			(421	)		-6.8	%
Investment securities		6,187			6,436			(249	)		-3.9	%
Investment securities	2,986		3,240			(254	)		-7.8	%
Total interest income		17,502			18,596			(1,094	)		-5.9	%
Total interest income	8,778		9,453			(675	)		-7.1	%
INTEREST EXPENSE:
INTEREST EXPENSE:
Deposits		5,730			6,407			(677	)		-10.6	%
Deposits	2,796		3,443			(647	)		-18.8	%
Borrowed funds		2,554			1,544			1,010			65.4	%
Borrowed funds	1,274		718			556			77.4	%
Trust preferred securities		693			630			63			10.0	%
Trust preferred securities	341		314			27			8.6	%
Total interest expense		8,977			8,581			396			4.6	%
Total interest expense	4,411		4,475			(64	)		-1.4	%
NET INTEREST INCOME		8,525			10,015			(1,490	)		-14.9	%
NET INTEREST INCOME	4,367		4,978			(611	)		-12.3	%
PROVISION FOR LOAN LOSSES		125			500			(375	)		-75.0	%
PROVISION FOR LOAN LOSSES	125		150			(25	)		-16.7	%
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		8,400			9,515			(1,115	)		-11.7	%
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES	4,242		4,828			(586	)		-12.1	%
OTHER INCOME:
OTHER INCOME:
Fees and service charges		1,563			1,536			27			1.8	%
Fees and service charges	794		791			3			0.4	%
Gain on sale of loans		475			602			(127	)		-21.1	%
Gain on sale of loans	273		350			(77	)		-22.0	%
Loss on sale of securities		—			40			(40	)		-100.0	%
Loss on sale of securities	—		(13	)		13			-100.0	%
Trading gains, net		24			440			(416	)		-94.5	%
Trading gains, net	362		153			209			136.6	%
Gain on sale of branches		—			139			(139	)		-100.0	%
Other	~~122~~	307	92		222	30		85	~~32.6~~	%	38.3	%
Total other income	~~1,551~~	2,369	~~1,373~~		2,979	~~178~~		(610	~~13.0~~)	%	-20.5	%
OPERATING EXPENSE:
Compensation and benefits	~~2,370~~	4,761	~~2,412~~		4,771	~~(42~~	)	(10	~~-1.7~~)	%	-0.2	%
Occupancy and equipment	~~669~~	1,435	~~729~~		1,452	~~(60~~	)	(17	~~-8.2~~)	%	-1.2	%
Insurance premiums	90	176	70		163	20		13	~~28.6~~	%	8.0	%
Professional fees	~~257~~	537	~~228~~		469	29		68	~~12.7~~	%	14.5	%
Data processing	~~148~~	312	~~167~~		339	~~(19~~	)	(27	~~-11.4~~)	%	-8.0	%
Advertising and donations	~~167~~	420	70		142	97		278	~~138.6~~	%	195.8	%
Office supplies	53	118	70		121	~~(17~~	)	(3	~~-24.3~~)	%	-2.5	%
REO and other repossessed assets	27	39	65		177	~~(38~~	)	(138	~~-58.5~~)	%	-78.0	%
Other	~~319~~	627	~~321~~		612	(2	)	15	~~-0.6~~	%	2.5	%
Total operating expense	~~4,100~~	8,425	~~4,132~~		8,246	~~(32~~	)	179	~~-0.8~~	%	2.2	%
INCOME BEFORE INCOME TAXES	~~1,693~~	2,344	~~2,069~~		4,248	~~(376~~	)	(1,904	~~-18.2~~)	%	-44.8	%
INCOME TAXES	~~576~~	797	~~704~~		1,451	~~(128~~	)	(654	~~-18.2~~)	%	-45.1	%
NET INCOME	~~1,117~~$	1,547	~~1,365~~	$	2,797	~~(248~~	)$	(1,250	~~-18.2~~)	%	-44.7	%

Investment Activities - The Company’s investment portfolio, FHLB stock and trading securities, ~~consists~~ consist of mortgage-backed securities, obligations of the United States Government ~~treasuries~~ and agencies thereof, municipal bonds, corporate bonds, interest-earning deposits in other institutions and equity investments. A majority of the Company’s investment portfolio, over 75%, is held in mortgage-backed securities; these securities are backed by pools of mortgages which can be composed of either fixed-rate mortgages or ARM loans. The Bank invests in mortgage-backed securities to supplement local single-family loan originations as well as to reduce interest rate risk exposure because mortgage-backed securities are more liquid than mortgage loans. In the current, ongoing, low interest rate environment, mortgages with higher interest rates are continuing to prepay resulting in large monthly principal payments on the Company’s mortgage-backed securities. At ~~December~~March 31, ~~2004~~2005, amortized cost and estimated fair value of the Company’s investment securities were as follows:

	Amortized Cost		Estimated Fair Value
Held-to-Maturity
US Government Agencies	$	3,~~974~~996,~~878~~739	$	3,~~917~~879,~~928~~434
Mortgage-Backed Securites		75,177,752		74,411,079
US Treasury Notes		19,806,946		19,776,563
Municipal bonds		27,922,047		28,238,742
Mortgage-Backed Securities		87,033,344		84,792,031
Total	$	107,074,677	$	106,567,749
Municipal bonds		27,477,289		27,609,968
Total	$	138,314,318	$	136,057,996
Available-for-sale
Mortgage-Backed Securites		170,179,598		170,841,019
Mortgage-Backed Securities		163,707,827		160,589,823
Mutual fund		1,000,000		~~987~~974,~~085~~170
Total	$	~~171~~164,~~179~~707,~~598~~827	$	~~171~~161,~~828~~563,~~104~~993

Changes in the composition of investment securities for the ~~three~~six-month period ended ~~December~~March 31, ~~2004~~2005, from September 30, 2004 were as follows:

	Carrying Value				~~Change~~
	December 31, 2004		September 30, 2004
	March 31, 2005		September 30, 2004		Change
Held-to-Maturity
US Government Agencies	$	3,~~974~~996,~~878~~739	$	3,940,795	$	3455,~~083~~944
Mortgage-Backed Securites		75,177,752		59,325,377		15,852,375
US Treasury Notes		19,806,946		—		19,806,946
Municipal bonds		27,922,047		22,934,488		4,987,559
Mortgage-Backed Securities		87,033,344		59,325,377		27,707,967
Total	$	107,074,677	$	86,200,660	$	20,874,017
Municipal bonds		27,477,289		22,934,488		4,542,801
Total	$	138,314,318	$	86,200,660	$	52,113,658
Available-for-sale
US Government Agencies	$	—	$	501,487	$	(501,487	)
Mortgage-Backed Securites		170,841,019		159,141,683		11,699,336
Mortgage-Backed Securities		160,589,823		159,141,683		1,448,140
Mutual fund		~~987~~974,~~085~~170		989,852		(215,~~767~~682	)
Total	$	~~171~~161,~~828~~563,~~104~~993	$	160,633,022	$	11930,~~195,082~~971

Investment balances have increased for the ~~three~~six-month period ended ~~December~~March 31, ~~2004~~2005, from September 30, 2004. This increase was primarily due to investment purchases of $4278.7103 million, offset by $1021.5816 million in principal payments and maturities, and $0.50 million in securities called. During the ~~quarter~~six months ended ~~December~~March 31, ~~2004~~2005 the accumulated other comprehensive loss ~~decreased~~increased to $02.3679 million from $0.72 million at September 30, 2004. Accumulated other comprehensive loss is reported in the equity section of the financials and is considered a temporary impairment; the Company has the intent and ability to hold investments until the fair market value of the portfolio recovers.

Loans receivable, net - The Company’s net loan portfolio including loans held for sale, consists primarily of first mortgage loans collateralized by single-family residential real estate, multifamily residential real estate,

~~Loans receivable, net - The Company’s net loan portfolio including loans held for sale,~~ ~~consists primarily of first mortgage loans collateralized by single-family residential real estate, multifamily residential real estate,~~ commercial real estate and agricultural real estate located in the Company’s primary market area or in counties contiguous with the Company’s market area. To reduce interest rate risk exposure, and satisfy consumer demand for fixed-rate mortgage loans during the period of historically low interest rates, the Company has been focusing more on originating fixed-rate loans to sell individually into the secondary market, retaining the servicing rights and customer relationships.

As interest rates begin to stabilize, the Bank has seen a reduction in the demand for fixed rate mortgages during the ~~three~~six-month period ended ~~December~~March 31, ~~2004~~2005, compared to the ~~three~~six-month period ended ~~December~~March 31, ~~2003~~2004 which resulted in both lower service fee income and gains from sale of loans. During the ~~three~~six-month period ended ~~December~~March 31, ~~2004~~2005, the Company recognized a $0.2748 million gain on the sale of $1523.11 73 million of loans held for sale, compared to a $0.3560 million gain on the sale of $1832.9906 million of loans held for sale during the ~~three~~six-month period ended ~~December~~March 31, ~~2003~~2004.

The Company’s net loan portfolio also includes commercial business loans (i.e., crop production, equipment and inventory loans), and other consumer loans, including loans secured by automobiles and deposit accounts. The composition of the Company’s loan portfolio began to change in 2001, due to acquisitions of other banking institutions, to include a larger percentage of commercial loans; the Company intends to continue to increase the commercial loan portfolio through originations. During the ~~three~~six-month period ended ~~December~~March 31, ~~2004~~2005, the Company’s loan portfolio decreased ~~less~~approximately ~~than~~ 5.0%.

Nonperforming Loans and Loan Loss Provisions - The allowance for loan losses is established through a provision for loan losses based on management’s quarterly asset classification review and evaluation of the risk inherent in the Company’s loan portfolio and changes in the nature and volume of its loan activity. Such evaluation, which includes a review of all loans on which full collection may not be reasonably assured, considers among other matters, the estimated value of collateral, cash flow analysis, historical loan loss experience, and other factors that warrant recognition in providing allowances.

A provision of $0.13 million was made during the ~~three-~~six months ended ~~December~~March 31, ~~2004~~2005. The Company’s allowance for loan losses totaled $3.6744 million, or 1.0.9% of total loans at ~~December~~March 31, ~~2004~~2005 compared to $3.77 million, or 1.0% of total loans, at September 30, 2004, a decrease of $0.1033 million or 28.7%. Charge-offs, net of recoveries totaled $0.2345 million, ~~less~~or ~~than~~ 0.112% of total loans, for the ~~three-~~six months ended ~~December~~March 31, ~~2004~~2005. Total nonperforming loans ~~increased~~decreased $0.2232 million to $4.8935 million at ~~December~~ March 31, ~~2004~~2005 from $4.67 million at September 30, 2004. Based on presently available information, management believes that the current allowance for loan losses is appropriate. Changing economic and other conditions may require future adjustments to the allowance for loan losses.

During the 2001, 2002 and 2003 fiscal years, the Company completed separate acquisitions of four banks. The loans acquired as part of these acquisitions have contributed to the increase in the balance of nonperforming loans in the Company’s portfolio; of the $4.8935 million in nonperforming loans as of ~~December~~March 31, ~~2004~~2005, $1.8544 million, or 37 33.81% were loans acquired as part of the bank acquisitions. Nonperforming commercial loans have increased $0.9265 million due to the acquisitions. We believe that the increase in nonperforming commercial loans is a result of a lower quality of underwriting and collection efforts at the acquired institutions compared to the Company’s underwriting and collection efforts. Approximately $2.03 million of loan loss allowance on the commercial loans was transferred with these bank acquisitions. Additionally, $4.3975 million in charge-offs have been recorded in connection with the loans acquired in these acquisitions since June 2001.

Loans are placed on non-accrual status when, in the judgment of management, the probability of collection of interest is deemed to be insufficient to warrant further accrual. When a loan is placed on non-accrual status, previously accrued but unpaid interest is deducted from interest income and a corresponding specific interest reserve is established. The Bank generally does not accrue interest on loans past due 90 days or more. Loans may be reinstated to accrual status when payments are made to bring the loan under 90 days past due and, in the opinion of management, collection of the remaining balance can be reasonably expected. Delinquent loans 90 days or more past due decreased $0.32 million or 6.9% to $4.35 million at March 31, 2005

~~the opinion of management, collection of the remaining balance can be reasonably expected. Delinquent loans 90 days or~~ ~~more past due increased $0.22 million or 4.7% to $4.89 million at December 31, 2004~~ from $4.67 million at September 30, 2004. The balance of interest income not recognized by the Company on the non-accrual loans was $0.5651 million at ~~December~~ March 31, ~~2004~~ 2005 compared to $0.49 million at September 30, 2004. There was no interest income recognized on non-accrual loans during the periods.

The following table sets forth information regarding loans delinquent for 90 days or more (nonperforming loans) and real estate owned by the Company on the dates indicated.

	December 31, 2004			September 30, 2004
	March 31, 2005			September 30, 2004
	(Dollars in Thousands)
Nonperforming loans:
Single family	$	2,~~161~~008		$	1,540
Agriculture real estate		~~671~~646			1,014
Commercial real estate		1,~~686~~274			1,726
Commercial non real estate		~~206~~275			233
Other loans		~~165~~142			153
Total nonperforming loans:		4,~~889~~345			4,666
Total real estate owned and repossessed assets (1)		~~454~~470			~~684~~619
Total nonperforming assets	$	54,~~343~~815		$	5,~~350~~285
Total nonperforming loans to total loans receivable		1.3219	%		1.22	%
Total nonperforming loans to total assets		0.6759	%		0.65	%
Total nonperforming assets to total assets		0.7366	%		0.7473	%
Allowance to nonperforming loans		7479.9810	%		80.69	%
Allowance to total loans receivable		10.0094	%		0.98	%

(1)	Net of valuation allowances

The Company determines the impairment of loans by assessing the probability that the borrower will not be able to fulfill the contractual terms of the agreement as part of the quarterly review for determining necessary provisions and loan loss allowances. Impaired loans decreased $0.1701 million or 2.0.12% to $8.2642 million at ~~December~~March 31, ~~2004~~2005 from $8.43 million at September 30, 2004.

The following is a summary of information pertaining to impaired and non-accrual loans:

	December 31, 2004		September 30, 2004
	March 31, 2005		September 30, 2004
	(in thousands)
Impaired loans with a valuation allowance	$	8,~~255~~417	$	8,426
Impaired loans without a valuation allowance		—		—
Total Impaired Loans	$	8,~~255~~417	$	8,426
Valuation allowance related to impaired loans	$	1,~~457~~490	$	1,474
Total non-accrual loans	$	4,~~889~~345	$	4,666
Total loans past-due ninety days or more and still accruing	$	~~101~~161	$	68
	Three-Months EndedDecember 31, 2004		Year EndedSeptember 30, 2004
	Six Months Ended March 31, 2005		Year EndedSeptember 30, 2004
	(in thousands)
Average investment in impaired loans	$	8,~~629~~336	$	8,562
Interest income recognized on impaired loans *	$	75165	$	355

*	Interest income recognized on a cash basis on impaired loans is not significantly different from interest recognized on impaired loans above. No additional funds are committed to be advanced in connection with impaired loans.

Loan delinquency and losses on loans and REO are closely connected to the local economy. The Company operates in rural areas and in many of its locations one or two employers significantly influence the local markets. Should the economy deteriorate to a point that those employers begin reducing their work force, it could have a material negative impact on the Company.

Deposits and FHLB Advances - Deposits are a significant source of the Bank’s funds for lending and other investment purposes. In addition to deposits, the Bank derives funds from FHLB advances, the amortization and prepayment of loans and mortgage-backed securities, the sale or maturity of investment securities, and operations. Scheduled loan principal repayments are a relatively stable source of funds, while deposit inflows and outflows and loan prepayments are influenced significantly by general interest rates and market conditions. Borrowings may be used on a short-term basis to compensate for reductions in the availability of funds from other sources or on a longer-term basis for general business purposes.

Historically, deposits have provided the Company with a stable source of relatively low cost funding. The market for deposits is competitive, which had caused the Company to utilize primarily certificate accounts that are more responsive to market interest rates rather than passbook accounts. Recent efforts to control cost of funds and manage interest rate risk have caused the Company to shift some of the focus off of certificate accounts to low rate FHLB advances. The Company offers a traditional line of deposit products that currently includes checking, interest-bearing checking, savings, certificates of deposit, commercial checking and money market accounts. Total deposit balances by category were as follows:

	December 31, 2004		September 30, 2004		Change				% Change
	March 31, 2005		September 30, 2004		Change			% Change
	(amounts in thousands)
Checking Accounts	$	~~214~~204,~~621~~240	$	203,471	$	~~11,150~~769		0.38	~~5.48~~%	%
Passbook Savings Accounts		4351,~~269~~104		48,146		(42,~~877~~958	)	6.14	~~-10.13~~%	%
Certificate Accounts		~~246~~245,~~975~~387		239,461		75,~~514~~926		2.47	~~3.14~~%	%
	$	~~504~~500,~~865~~731	$	491,078	$	139,~~787~~653		1.97	~~2.81~~%	%

The increase in deposits was distributed throughout the various types and terms of accounts offered. The cost on average demand deposits (checking and savings accounts) for the ~~three~~six-month period ended ~~December~~March 31, ~~2004~~2005 was 1.7176%, up 510 basis points from 1.66% for the year ended September 30, 2004. The cost on average certificate accounts for the ~~three~~six-month period ended ~~December~~March 31, ~~2004~~2005 ~~was~~remained constant at 2.7377%, ~~down~~the 4same ~~basis~~as ~~points from 2.77%~~ for the year ended September 30, 2004.

FHLB advances are collateralized by the Bank’s stock in the FHLB, investment securities and a blanket lien on the Bank’s mortgage portfolio. Such advances are made pursuant to different credit programs, each of which has its own interest rate and range of maturities. The maximum amount that the FHLB will advance to member institutions, including the Bank, for purposes other than meeting withdrawals, fluctuates from time to time in accordance with the policies of the FHLB. The maximum amount of FHLB advances to a member institution generally is reduced by borrowings from any other source. The Company also relies upon FHLB advances as a source to fund assets. At ~~December~~March 31, ~~2004~~2005, FHLB advances totaled $~~153~~158.8418 million, with an average cost of 3.3130% compared to $153.90 million, with an average cost of 3.05% at September 30, 2004. Based on the current level of advances, asset size and available collateral under the FHLB programs, the Bank at ~~December~~March 31, ~~2004~~2005, estimates that an additional $8882.8954 million of funding is available from FHLB advances.

Accrued expenses and other liabilities - Accrued expenses and other liabilities includes items such as the Company’s accrual for income taxes, accounts payable, escrowed taxes and insurance and other miscellaneous obligations that may occur during the normal course of business. Accrued expenses and other liabilities increased $0.1543 million or 414.90% during the ~~three~~ six-month period ended ~~December~~March 31, ~~2004~~2005 to $3.2149 million from $3.06 million at September 30, 2004.

Stockholders’ equity - The Company’s book value per share was $1110.4897 at ~~December~~March 31, ~~2004 compared~~2005 compared to $11.31 at September 30, 2004. The Company’s average capital ratio, average capital to average assets, was 7.2214% for the ~~three-~~six months ended ~~December~~March 31, ~~2004~~2005 compared to 7.11% for the year ended September 30, 2004. The ~~increase~~decrease in stockholders’ equity at ~~December~~March 31, ~~2004~~2005 compared to September 30, 2004, was primarily the result of net income for the six-month period,; which was more than offset by the change in accumulated other comprehensive loss on securities and unearned ESOP shares.

Regulatory Capital - The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can result in certain mandatory—and possibly additional discretionary—actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of tangible and core capital (as defined in the regulations) to adjusted total assets (as defined), and of total capital (as defined) to risk weighted assets (as defined). As of ~~December~~March 31, ~~2004~~2005, the Bank met all capital adequacy requirements to which it was subject.

As of ~~December~~March 31, ~~2004~~2005, the most recent notification from the OTS categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Bank must maintain minimum total, tangible, and core capital ratios as set forth in the table below. There are no conditions or events since that notification that management believes have changed the institution’s category.

The Bank’s actual capital amounts (in thousands) and ratios are also presented in the table:

	Actual			Required For ~~CapitalAdequacy~~Capital Adequacy Purposes			Required To Be Categorized ~~AsWell~~As Well Capitalized ~~UnderPrompt~~Under ~~CorrectiveAction~~Prompt Corrective Action Provisions
	Amount	Ratio		Amount	Ratio		Amount	Ratio
As of December 31, 2004:
As of March 31, 2005:
Tangible capital to tangible assets	46,~~770~~779	6.5453	%	10,~~730~~745	1.50	%	N/A	N/A
Core capital to adjusted tangible assets	46,~~770~~779	6.5453	%	28,~~612~~652	4.00	%	35,~~765~~815	5.00	%
Total capital to risk weighted assets	50,~~435~~216	12.3523	%	32,~~663~~854	8.00	%	4041,~~829~~067	10.00	%
Tier I capital to risk weighted assets	46,~~770~~779	11.4639	%	16,~~332~~427	4.00	%	24,~~497~~640	6.00	%

Net interest income – The low interest rate environment has decreased the yield on average interest earning assets 1113 basis points when comparing the ~~three~~six-month period ended ~~December~~March 31, ~~2004~~2005 to the ~~three~~six-month period ended ~~December~~March 31, ~~2003~~2004. The cost on the ~~variable~~ variable trust preferred liability has increased 6374 basis points when comparing the ~~three~~six-month period ended ~~December~~March 31, ~~2004~~2005 to the ~~three~~six-month period ended ~~December~~March 31, ~~2003~~2004. This increase caused the cost on total interest bearing liabilities to increase 414 basis points. The Company’s net interest rate spread was 2.8782% for the ~~three~~six-month period ended ~~December~~March 31, ~~2004~~2005 compared to 3.0210% for the ~~three~~six-month period ended ~~December~~March 31, ~~2003~~2004. Net interest margin was 2.7266% for the ~~three~~six-month period ended ~~December~~March 31, ~~2004~~ 2005 compared to 23.9401% for the ~~three~~six-month period ended ~~December~~March 31, ~~2003~~2004.

The ~~table~~following ~~below~~tables ~~analyzes~~summarize ~~net~~rates, ~~interest~~yields ~~income by component~~ and inbalances ~~terms~~ of ~~changes~~average ~~in the volume of interest-earning~~ assets and ~~interest-bearing~~ liabilities ~~and the changes in the related yields and rates~~ for the ~~three-month~~periods indicated: ~~period ended December 31, 2004, compared to the three-month period ended December 31, 2003.~~

~~Rate/Volume~~Average ~~Analysis~~Balance Sheets (inDollars ~~thousands~~in Thousands)

Three-Month period ended December 31, 2005 vs. 2004


	Three Months Ended March 2005						Three Months Ended March 2004
	Average Balance		Interest		Average Yield/ Cost		Average Balance		Interest		Average Yield/ Cost
Interest-earning assets: (1)
Loan receivable, net (2)	$	360,261	$	5,523	6.13	%	$	385,033	$	5,946	6.18	%
Investment securities		281,561		3,201	4.55	%		267,584		3,197	4.78	%

Total interest- earning assets		641,822		8,724	5.44	%		652,617		9,143	5.60	%

Noninterest-earning cash		53,416						40,833
Other noninterest- earning assets		45,266						43,734

Total assets		740,504						737,184

Interest-bearing liabilities:
Demand deposits	$	263,106	$	1,189	1.81	%	$	295,243	$	1,157	1.57	%
Time deposits		248,188		1,746	2.81	%		256,475		1,808	2.82	%
Borrowed funds (3)		155,264		1,280	3.30	%		107,370		826	3.08	%
Trust Preferred		16,951		352	8.31	%		16,930		315	7.44	%

Total interest- bearing liabilities		683,509		4,567	2.67	%		676,018		4,106	2.43	%

Noninterest-bearing liabilities (4)		4,752						6,663

Total liabilities		688,261						682,681

Stockholders’ equity		52,243						54,503

Total liabilities and stockholders’ equity	$	740,504					$	737,184

Net interest income			$	4,157					$	5,037

Net interest rate spread (5)					2.77	%					3.18	%

Interest-earning assets and net interest margin (6)	$	641,822			2.59	%	$	652,617			3.09	%

Ratio of average interest- earning assets to average interest-bearing liabilities					93.90	%					96.54	%

	Increase/(Decrease) Due to									TotalIncrease(Decrease)
	Volume			Rate			Rate/Volume
Interest income:
Loan Receivable	$	(1,468	)	$	(197	)	$	1,244		$	(421	)
Investment securities		(576	)		(454	)		776			(254	)
Total interest earning assets		(2,044	)		(651	)		2,020			(675	)
Interest expense:
Deposits		(1,843	)		(819	)		2,015			(647	)
Borrowed funds		1,733			307			(1,484	)		556
Trust Preferred		1			107			(81	)		27
Total interest bearing liabilities		(109	)		(405	)		450			(64	)
Net change in net interest income	$	(1,935	)	$	(246	)	$	1,570		$	(611	)

(1)	All interest-earning assets are disclosed net of loans in process, unamortized yield adjustments, and valuation allowances.

(2)	Does not include interest on nonaccrual loans. Non-performing loans are included in loans receivable, net.

(3)	Includes FHLB advances and securities sold under agreements to repurchase.

(4)	Escrow accounts are noninterest-bearing and are included in noninterest-bearing liabilities.

(5)	Net interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.

(6)	Net interest margin represents the net interest income as a percentage of average interest-earning assets.

The following tables summarize rates, yields and balances of average assets and liabilities for the periods indicated:

Average Balance Sheets (Dollars in Thousands)

	Three-Months Ended December 31,2004						Year Ended September 30, 2004						Three-Months Ended December 31, 2003
	Six Months Ended March 2005						Year Ended September 2004						Six Months Ended March 2004
	AverageBalance		Interest		AverageYield/Cost		AverageBalance		Interest		AverageYield/Cost		AverageBalance		Interest		Average Yield/Cost
	Average Balance		Interest		Average Yield/ Cost		Average Balance		Interest		Average Yield/ Cost		Average Balance		Interest		Average Yield/ Cost
Interest-earning assets: (1)
Loan receivable, net (2)	$	~~370~~365,~~856~~182	$	511,~~792~~315	6.2520	%	$	388,679	$	23,998	6.17	%	$	~~394~~389,~~165~~599	$	612,~~213~~160	6.3024	%
Investment securities		~~270~~276,~~999~~280		26,~~986~~187	4.4148	%		267,114		12,082	4.52	%		~~283~~275,~~603~~594		36,~~240~~436	4.5767	%
Total interest- earning assets		641,~~855~~462		817,~~778~~502	5.4746	%		655,793		36,080	5.50	%		~~677~~665,~~768~~193		918,~~453~~596	5.5859	%
Noninterest-earning cash		4951,~~850~~688						33,341						3337,~~853~~342
Other noninterest- earning assets		45,~~099~~318						44,009						44,~~610~~072
Total assets		~~736~~738,~~804~~468						733,143						~~756~~746,~~231~~607
Interest-bearing liabilities:
Demand deposits	$	~~259~~261,~~784~~501	$	12,~~111~~301	1.7176	%	$	287,682	$	4,765	1.66	%	$	~~318~~306,~~636~~939	$	12,~~472~~628	1.8571	%
Time deposits		~~246~~247,~~894~~540		13,~~685~~430	2.7377	%		247,504		6,855	2.77	%		~~266~~261,~~470~~473		13,~~971~~779	2.9689	%
Borrowed funds (3)		~~153~~154,~~856~~560		12,~~274~~554	3.3130	%		123,107		3,751	3.05	%		95101,~~898~~634		~~718~~1,544	23.9904	%
Trust Preferred		16,~~945~~948		~~341~~693	8.0518	%		16,933		1,287	7.60	%		16,~~925~~927		~~314~~630	7.4244	%
Total interest-bearing liabilities		677,479		4,411	2.60	%		675,226		16,658	2.47	%		697,929		4,475	2.56	%
Total interest- bearing liabilities		680,549		8,978	2.64	%		675,226		16,658	2.47	%		686,973		8,581	2.50	%
Noninterest-bearing liabilities (4)		65,~~102~~186						5,793						6,~~334~~398
Total liabilities		~~683~~685,~~581~~735						681,019						~~704~~693,~~263~~371
Stockholders’ equity		5352,~~223~~733						52,124						5153,~~968~~236
Total liabilities and stockholders’ equity	$	~~736~~738,~~804~~468					$	733,143					$	~~756~~746,~~231~~607
Net interest income			$	48,~~367~~524					$	19,422					$	410,~~978~~015
Net interest rate spread (5)					2.8782	%					3.04	%					3.0210	%
Interest-earning assets and net interest margin (6)	$	641,~~855~~462			2.7266	%	$	655,793			2.96	%	$	~~677~~665,~~768~~193			23.9401	%
Ratio of average interest-earning assets to average interest-bearing liabilities					94.74	%					97.12	%					97.11	%
Ratio of average interest- earning assets to average interest-bearing liabilities					94.26	%					97.12	%					96.83	%

(1)	All interest-earning assets are disclosed net of loans in process, unamortized yield adjustments, and valuation allowances.

(2)	Does not include interest on nonaccrual loans. Non-performing loans are included in loans receivable, net.

(3)	Includes FHLB advances and securities sold under agreements to repurchase.

(4)	Escrow accounts are noninterest-bearing and are included in noninterest-bearing liabilities.

(5)	Net interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.

(6)	Net interest margin represents the net interest income as a percentage of average interest-earning assets.

~~Other~~The ~~income~~table -below Inanalyzes ~~addition~~net tointerest ~~the~~income ~~decrease~~by incomponent ~~gain~~and onin ~~sale~~terms of ~~loans,~~changes in the ~~decrease~~volume inof ~~loan~~interest-earning ~~originations~~assets ~~caused~~and ainterest-bearing ~~decrease~~liabilities ~~in loan fees which was offset by an increase in fees~~ and ~~charges associated with~~ the ~~increase~~changes in ~~deposits during~~ the ~~three-month~~related ~~period~~yields ~~ended~~and ~~December~~rates ~~31,~~for ~~2004 compared to~~ the ~~three~~six-month period ended ~~December~~March 31, ~~2003~~ 2005, ~~resulting~~compared ~~in consistent income from fees and service charges. The increase in market value of the trading securities contributed a $0.21 million increase~~ to ~~other income for~~ the ~~three~~six-month period ended ~~December~~March 31, 2004 ~~compared to the same period last year~~.

~~Operating~~Rate/Volume ~~expense~~Analysis ~~- The decrease~~ (in ~~total operating~~thousands) expense was the result of management’s ongoing efforts to monitor expenses and increase efficiency. Advertising expenses during the three-month period ended December 31, 2004 increased as a result of the Company hiring an outside advertising firm instead of handling advertising internally during the three-month period ended December 31, 2003.

Six-Month period ended March 31, 2005 vs. 2004


	Increase/(Decrease) Due to									Total Increase (Decrease)
	Volume			Rate			Rate/ Volume			Total Increase (Decrease)
*Interest income:*
Loan Receivable	$	(1,524	)	$	(156	)	$	835		$	(845	)
Investment securities		32			(524	)		243			(249	)

Total interest earning assets		(1,492	)		(680	)		1,078			(1,094	)

*Interest expense:*
Deposits		(1,336	)		—			659			(677	)
Borrowed funds		1,609			264			(863	)		1,010
Trust Preferred		2			125			(64	)		63

Total interest bearing liabilities		275			389			(268	)		396

Net change in net interest income	$	(1,767	)	$	(1,069	)	$	1,346		$	(1,490	)

Other income - In addition to the decrease in gain on sale of loans, the decrease in loan originations caused a decrease in loan fees which was offset by an increase in fees and charges associated with the increase in deposits during the six-month period ended March 31, 2005 compared to the six-month period ended March 31, 2004, resulting in consistent income from fees and service charges. The change in market value of the trading securities contributed $0.02 million to other income for the six-month period ended March 31, 2005 compared to $0.44 million during the same period last year. Other income increased due to the higher dividend rate received on Federal Home Loan Bank stock during the six months ended March 31, 2005 compared to the same period last year.

Operating expense - The increase in total operating expense was primarily due to the increases in advertising and donations and in professional fees. Advertising expenses during the six-month period ended March 31, 2005 increased $0.28, as the Company hired an outside advertising firm instead of handling advertising internally; professional fees increased $0.07 million during the six-month period ended March 31, 2005 compared to the same period last year. These increases were partially offset by the decrease in expenses associated with REO and other repossessed assets and management’s ongoing efforts to monitor expenses and increase efficiency.

Off-Balance Sheet Arrangements and Commitments- The Company, in the normal course of business, makes commitments to buy or sell assets or to incur or fund liabilities. Commitments include, but are not limited to the origination, purchase, or sale of loans, the purchase of investment securities, fulfillment of commitments under letters-of-credit, extensions of credit on home equity lines of credit and construction loans, and the commitment to fund withdrawals of savings accounts at maturity.

At ~~December~~March 31, ~~2004~~2005, the Company’s off-balance sheet arrangements principally included lending commitments, which are described below. At ~~December~~March 31, ~~2004~~2005, the Company had no interests in non-consolidated ~~special~~ special purpose entities. At ~~December~~March 31, ~~2004~~2005, commitments included:

Total approved loan origination commitments outstanding were $35.1386 million, including $1.0530 million in loans committed to sell.

Rate lock agreements with customers of $13.5410 million, all of which have been locked with an investor.

~~Undisbursed~~23 ~~balances of construction loans of $2.34 million.~~

TotalTable unused lines of credit of $30.28 million. Contents

~~Outstanding~~Undisbursed ~~letters~~balances of ~~credit~~construction loans of $02.6316 million.

Total ~~certificates~~unused lines of ~~deposit~~credit ~~scheduled to mature in one year or less~~ of $~~173~~30.4079 million.

~~Total~~Outstanding ~~unfunded~~letters ~~commitments~~of tocredit ~~originate loans for sale and the related commitments to sell~~ of $10.0560 million ~~meet the definition of a derivative financial instrument; the related asset and liability are considered immaterial at December 31, 2004~~.

Total certificates of deposit scheduled to mature in one year or less of $162.20 million.

Total unfunded commitments to originate loans for sale and the related commitments to sell of $1.30 million meet the definition of a derivative financial instrument; the related asset and liability are considered immaterial at March 31, 2005.

Based on historical experience, management believes that a significant portion of maturing deposits will remain with the Company. The Company anticipates that it will continue to have sufficient funds, through repayments, deposits and borrowings, to meet its current commitments.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit, standby letters of credit, and financial guarantees written is represented by the contractual notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

Unless noted otherwise, the Company does not require collateral or other security to support such financial instruments with credit risk.

The Company may also have liabilities under certain contractual agreements contingent upon occurrence of certain events. The following table presents, as of ~~December~~March 31, ~~2004~~2005, the future payments on our significant contractual obligations.


	Payments Due by Period (in thousands)
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
Loan rate lock agreements	$	3,095	$	3,095	$	—	$	—	$	—
Operating lease obligations		498		116		231		124		27
Certificates of deposit maturities		245,387		162,199		52,088		31,100		—
FHLB advances maturities		158,183		61,171		80,554		10,128		6,330

Total off-balance sheet items	$	407,163	$	226,581	$	132,873	$	41,352	$	6,357

	Payments Due by Period (in thousands)
Contractual Obligations	Total		Less than1 year		1-3 years		3-5 years		After 5 years
Loan rate lock agreements	$	1,544	$	1,544	$	—	$	—	$	—
Operating lease obligations		526		116		231		142		37
Certificates of deposit maturities		246,975		173,398		46,426		27,151		—
FHLB advances maturities		153,835		23,277		114,042		10,170		6,346
Total off-balance sheet items	$	402,880	$	198,335	$	160,699	$	37,463	$	6,383

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

General. It is the objective of the Company to minimize, to the degree prudently possible, its exposure to interest rate risk, while maintaining an acceptable interest rate spread. Interest rate spread is the difference between the Company’s yield on its interest-earning assets and its cost of interest-bearing liabilities. Interest rate risk is generally understood to be the sensitivity of the Company’s earnings, net asset values, and stockholders’ equity to changes in market interest rates.

Changes in interest rates affect the Company’s earnings. The effect on earnings of changes in interest rates generally depends on how quickly the Company’s yield on interest-earning assets and cost of interest-bearing liabilities react to the changes in market rates of interest. If the Company’s cost of deposit accounts reacts more quickly to changes in market interest rates than the yield on the Company’s mortgage loans and other interest-earnings assets, then an increasing interest rate environment is likely to adversely affect the Company’s earnings and a decreasing interest rate environment is likely to favorably affect the Company’s earnings. On the other hand, if the Company’s yield on its mortgage loans and other interest-earnings assets reacts more quickly to changes in market interest rates than the Company’s cost of deposit accounts, then an increasing rate environment is likely to favorably affect the Company’s earnings and a decreasing interest rate environment is likely to adversely affect the Company’s earnings.

Net Portfolio Value. The value of the Company’s loan and investment portfolio will change as interest rates change. Rising interest rates will generally decrease the Company’s net portfolio value (“NPV”), while falling interest rates will generally increase the value of that portfolio. The following table sets forth, quantitatively, as of September 30, 2004, the estimate of the projected changes in NPV in the event of a 100, 200, and 300 basis point instantaneous and permanent increase and a 100 basis point decrease in market interest rates. Due to the current low prevailing interest rate environment, the changes in NPV is not estimated for a decrease in interest rates of 200 or 300 basis points.

Change in Interest Rates in Basis Points (Rate Shock)	Net Portfolio Value							Ratio		Change in NPV as a Percentage ofEstimated Market Value of Assets
	Amount		$ Change			% Change
	(Dollars in Thousands)
+300	$	49,510	$	(26,034	)	(34.0	)%	7.12	%	(3.19	)%
+200		58,401		(17,143	)	(23.0	)%	8.25	%	(2.06	)%
+100		67,299		(8,244	)	(11.0	)%	9.33	%	(0.97	)%
0		75,544		—		0.0	%	10.30	%	0.00	%
-100		80,450		4,906		6.0	%	10.84	%	0.54	%

Net Portfolio Value. The value of the Company’s loan and investment portfolio will change as interest rates change. Rising interest rates will generally decrease the Company’s net portfolio value (“NPV”), while falling interest rates will generally increase the value of that portfolio. The following table sets forth, quantitatively, as of September 30, 2004, the estimate of the projected changes in NPV in the event of a 100, 200, and 300 basis point instantaneous and permanent increase and a 100 basis point decrease in market interest rates. Due to the current low prevailing interest rate environment, the changes in NPV is not estimated for a decrease in interest rates of 200 or 300 basis points.


Change in Interest Rates in Basis Points (Rate Shock)	Net Portfolio Value									Change in NPV as a Percentage of Estimated Market Value of Assets
	Amount		$ Change			% Change		Ratio
	(Dollars in Thousands)
+300	$	49,510	$	(26,034	)	(34.0	)%	7.12	%	(3.19	)%
+200		58,401		(17,143	)	(23.0	)%	8.25	%	(2.06	)%
+100		67,299		(8,244	)	(11.0	)%	9.33	%	(0.97	)%
0		75,544		—		0.0	%	10.30	%	0.00	%
-100		80,450		4,906		6.0	%	10.84	%	0.54	%

Computations of prospective effects of hypothetical interest rate changes are calculated by the OTS from data provided by the Company and are based on numerous assumptions, including relative levels of market interest rates, loan repayments and deposit runoffs, and should not be relied upon as indicative of actual results. Further, the computations do not contemplate any actions the Company may undertake in response to changes in interest rates.

Management cannot predict future interest rates or their effect on the Company’s NPV in the future. Certain shortcomings are inherent in the method of analysis presented in the computation of NPV. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in differing degrees to changes in market interest rates. Additionally, certain assets, such as adjustable rate loans, which represent the Company’s primary loan product, have features that restrict changes in interest rates during the initial term and over the remaining life of the asset. In addition, the proportion of adjustable rate loans in the Company’s portfolio could decrease in future periods due to refinancing activity if market rates decrease. Further, in the event of a change in interest rates, prepayment and early withdrawal levels could deviate significantly from those assumed in the table. Finally, the ability of many borrowers to service their adjustable-rate debt may decrease in the event of an interest rate increase.

ITEM 4

CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

There has been no change made in the Company’s internal controls over financial reporting in connection with the quarterly evaluation that occurred during the Company’s last fiscal quarter that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 2. Changes in Securities and Use of Proceeds

During the ~~three-month~~quarter ~~period~~ ended ~~December~~March 31, ~~2004~~2005 no shares were purchased by or on behalf of the Company. The Company currently has no repurchase plans or programs outstanding. As reported in ~~foot~~footnote ~~note~~ eight of the Notes to Condensed Consolidated Financial Statements, the Company made a loan to the ESOP during the ~~quarter~~six months ended ~~December~~ March 31, ~~2004~~ 2005 to purchase an aggregate of up to $1 million of Company stock. The Employee Stock Ownership Plan, an affiliated purchaser, ~~has~~ made no purchases of Company stock during the ~~three-month~~quarter ~~period~~ ended ~~December~~March 31, ~~2004~~2005 as shown in the table below.


Period	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
Month of January 2005	—	$	0.00	N/A	$	0.7 Million
Month of February 2005	—	$	0.00	N/A	$	0.7 Million
Month of March 2005	—	$	0.00	N/A	$	0.7 Million
Total	—	$	0.00	N/A	$	0.7 Million

Period	(a) Total Number ofShares Purchased	(b) Average PricePaid per Share		(c) Total Number ofShares Purchased asPart of PubliclyAnnounced Plans orPrograms	(d) MaximumNumber (orApproximate DollarValue) of Sharesthat May Yet BePurchased Underthe Plans orPrograms
Month of October 2004	—	$	0.00	N/A	$	1.0 Million
Month of November 2004	6,700	$	16.09	N/A	$	0.9 Million
Month of December 2004	13,607	$	15.57	N/A	$	0.7 Million
Total	20,307	$	15.74	N/A	$	0.7 Million

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

None

Item 5. Other Information

None

Item 6. Exhibits ~~and Reports~~

~~(a)~~ Exhibits

Exhibit No. 31.1 – Certification of President and Chief Executive Officer.

Exhibit No. 31.2 – Certification of Chief Financial Officer

Exhibit No. 32.1 – Written Statement of President and Chief Executive Officer.

Exhibit No. 32.2 – Written Statement of Chief Financial Officer

(b) Reports -

On December 23, 2004, the Company filed with the Securities and Exchange Commission a Current Report on Form 8-K. The report disclosed that the Company notified the Nasdaq Stock Market that the Company has become aware of the Company’s material non-compliance with the requirements of Nasdaq Rule 4350. The non-compliance related to a member of the Company’s Audit Committee failing to meet the criteria for independence set forth in Rule 10A-3(b)(i) under the Securities Exchange Act of 1934. The director has resigned from the Company’s Audit Committee. As a result of the resignation, the Company is in compliance with the Nasdaq’s corporate governance requirements, including the requirement that all Audit Committee members meet the criteria for independence as defined under Nasdaq Rule 4200(a)(15) and Rule 10A.

On December 28, 2004, the Company filed with the Securities and Exchange Commission a Current Report on Form 8-K. The report disclosed in Item 9 “Regulation FD Disclosure” that the Company had released earnings for the three and twelve-month periods ended on September 30, 2004. Financial statements were filed as an exhibit to the report.

On December 29, 2004, the Company filed with the Securities and Exchange Commission a Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934. The report included the Notice of Annual Stockholder Meeting which included the date and time of the annual meeting as well as the matters to be voted on by shareholders. No financial statements were required to be filed with this report.

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.

	~~POCAHONTAS BANCORP, INC.~~	POCAHONTAS BANCORP, INC.
Date: February 11, 2005	/s/ Dwayne Powell
Date: May 13, 2005		/s/ Dwayne Powell
	~~Dwayne Powell~~	Dwayne Powell
	~~President and Chief Executive Officer~~	President and Chief Executive Officer
Date: February 11, 2005	/s/ Terry Prichard
Date: May 13, 2005		/s/ Terry Prichard
	~~Terry Prichard~~	Terry Prichard
	~~Chief Financial Officer~~	Chief Financial Officer

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TotalTable unused lines of credit of $30.28 million. Contents

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Filing Compare · POCAHONTAS BANCORP INC