MARATHON BANCORP
10QSB, 1998-08-11
STATE COMMERCIAL BANKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10- QSB

[X]    QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(D)  OF  THE
                            SECURITIES  EXCHANGE  ACT  OF  1934

             For  the  quarterly  period  ended                JUNE  30,  1998
                                               -------------------------------

                                                       OR

[    ]    TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(D)  OF  THE
                             SECURITIES  EXCHANGE  ACT  OF  1934

                For  the  transition  period  from    __________  to  __________

                Commission  file  number                                 0-12510
                                                --------------------------------


                                     MARATHON  BANCORP
- ------------------------------------------------------
            (Exact  name  of  registrant  as  specified  in  its  charter)

                      California
- --------------------------------
95-3770539
- ----------
(State or other jurisdiction of incorporation)(I.R.S. Employer Identification
                                                                          No.)


11150  West  Olympic  Boulevard,  Los  Angeles,  CA                    90064
- ----------------------------------------------------------------------------
    (Address  of  principal  executive  offices)                      (Zip Code)

Registrant's  telephone  number,  including  area  code:  (310)  996-9100
                                                          ---------------


     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.          Yes        X    No ____
                                                                -----

      As  of  August 3, 1998, there were 3,820,819 shares of no par Common Stock
issued  and  outstanding.

<PAGE>
<TABLE>
<CAPTION>

Consolidated  Statements  of  Financial  Condition
Marathon  Bancorp  and  Subsidiary


<S>                                                                    <C>           <C>

                                                                           June 30,   December 31,
ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1998            1997 
                                                                       ------------  --------------

Cash and Due From Banks . . . . . . . . . . . . . . . . . . . . . . .  $ 5,081,000   $   7,327,000 

Federal Funds Sold. . . . . . . . . . . . . . . . . . . . . . . . . .   10,100,000       8,700,000 

Investment Securities
   Securities Available for Sale. . . . . . . . . . . . . . . . . . .    2,754,000       5,249,000 
   Securities Held to Maturity. . . . . . . . . . . . . . . . . . . .    9,091,000       9,147,000 
   (Aggregate market value of $9,057,000 at June 30, 1998 and          ------------  --------------
    $9,079,000 at December 31, 1997)
       TOTAL INVESTMENT SECURITIES. . . . . . . . . . . . . . . . . .   11,845,000      14,396,000 

Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   45,077,000      46,775,000 
   Less Allowance for Credit Losses . . . . . . . . . . . . . . . . .     (722,000)       (747,000)
                                                                       ------------  --------------
        NET LOANS . . . . . . . . . . . . . . . . . . . . . . . . . .   44,355,000      46,028,000 

Premises and Equipment. . . . . . . . . . . . . . . . . . . . . . . .      400,000         416,000 
Other Real Estate Owned . . . . . . . . . . . . . . . . . . . . . . .      982,000       1,248,000 
Accrued Interest and Other Assets . . . . . . . . . . . . . . . . . .    2,038,000         954,000 
                                                                       ------------  --------------
        TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . . .  $74,801,000   $  79,069,000 
                                                                       ============  ==============

LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits
   Noninterest-Bearing. . . . . . . . . . . . . . . . . . . . . . . .  $27,604,000   $  31,932,000 
   Interest-Bearing . . . . . . . . . . . . . . . . . . . . . . . . .   38,194,000      38,513,000 
                                                                       ------------  --------------
        TOTAL DEPOSITS. . . . . . . . . . . . . . . . . . . . . . . .   65,798,000      70,445,000 

Accrued Interest and Other Liabilities. . . . . . . . . . . . . . . .      755,000         423,000 
                                                                       ------------  --------------
        TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . .   66,553,000      70,868,000 

Shareholders' Equity
   Preferred Shares - No Par Value, 1,000,000 Shares Authorized,
      No Shares Issued and Outstanding. . . . . . . . . . . . . . . .            0               0 
   Common Shares - No Par Value, 9,000,000 Shares Authorized,
      Issued and Outstanding: 3,817,819 in 1998 and 1,589,596 in 1997   13,622,000      13,607,000 
   Net Unrealized Gain on Securities Available for Sale . . . . . . .        4,000           3,000 
   Accumulated Deficit. . . . . . . . . . . . . . . . . . . . . . . .   (5,378,000)     (5,409,000)
                                                                       ------------  --------------
        TOTAL SHAREHOLDERS' EQUITY. . . . . . . . . . . . . . . . . .    8,248,000       8,201,000 
                                                                       ------------  --------------
        TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY. . . . . . . . . .  $74,801,000   $  79,069,000 
                                                                       ============  ==============
</TABLE>







<TABLE>
<CAPTION>

Consolidated  Statements  of  Income
Marathon  Bancorp  and  Subsidiary


<S>                                                 <C>                  <C>                 <C>         <C>
                                                                 Three Months Ended             Six Months Ended
                                                                         June 30,                     June 30,
                                                                   1998               1997         1998            1997 
                                                    -------------------  ------------------  ----------  ---------------
INTEREST INCOME
    Interest and Fees on Loans . . . . . . . . . .  $           936,000  $         920,000   $1,852,000  $    1,796,000 
    Interest on Investment Securities - Taxable. .              175,000            115,000      344,000         224,000 
    Other Interest Income. . . . . . . . . . . . .              113,000            103,000      229,000         168,000 
                                                    -------------------  ------------------  ----------  ---------------
      TOTAL INTEREST INCOME. . . . . . . . . . . .            1,224,000          1,138,000    2,425,000       2,188,000 
INTEREST EXPENSE
    Interest on NOW Accounts . . . . . . . . . . .                9,000             13,000       21,000          27,000 
    Interest on Money Market and Savings . . . . .              156,000            166,000      307,000         319,000 
    Interest on Time Deposits. . . . . . . . . . .              176,000            137,000      325,000         226,000 
    Other Interest Expense . . . . . . . . . . . .                    -              1,000            -
                                                    -------------------  ------------------  ----------                 
      TOTAL INTEREST EXPENSE . . . . . . . . . . .              341,000            316,000      654,000         572,000 
                                                    -------------------  ------------------  ----------  ---------------
NET INTEREST INCOME. . . . . . . . . . . . . . . .              883,000            822,000    1,771,000       1,616,000 
Provision for Credit Losses. . . . . . . . . . . .                    -                  -            -         150,000 
                                                    -------------------  ------------------  ----------  ---------------
NET INTEREST INCOME AFTER
   PROVISION FOR CREDIT LOSSES . . . . . . . . . .              883,000            822,000    1,771,000       1,466,000 
                                                    -------------------  ------------------  ----------  ---------------
NONINTEREST INCOME
    Service Charges and Fees on Deposits . . . . .               55,000             97,000      116,000         157,000 
    Other Noninterest Income . . . . . . . . . . .               50,000              4,000       90,000          12,000 
                                                    -------------------  ------------------  ----------  ---------------
      'TOTAL NONINTEREST INCOME. . . . . . . . . .              105,000            101,000      206,000         169,000 
                                                    -------------------  ------------------  ----------  ---------------
NONINTEREST EXPENSE
    Salaries and Employee Benefits . . . . . . . .              393,000            390,000      785,000         762,000 
    Occupancy Expenses . . . . . . . . . . . . . .              111,000            135,000      270,000         291,000 
    Furniture and Equipment. . . . . . . . . . . .               35,000             26,000       58,000          63,000 
    Professional Services. . . . . . . . . . . . .               31,000             24,000       43,000          78,000 
    Business Promotion . . . . . . . . . . . . . .                4,000              5,000       20,000          12,000 
    Stationery and Supplies. . . . . . . . . . . .                7,000             26,000       36,000          54,000 
    Data Processing Services . . . . . . . . . . .              103,000            141,000      218,000         256,000 
    Messenger and Courier Services . . . . . . . .               24,000             24,000       46,000          61,000 
    Insurance and Assessments. . . . . . . . . . .               92,000             89,000      173,000         185,000 
    Legal Costs. . . . . . . . . . . . . . . . . .               47,000             88,000       85,000         113,000 
    Customer Checks. . . . . . . . . . . . . . . .                9,000              7,000       20,000          20,000 
    Net Loss on Sale of OREO . . . . . . . . . . .               43,000              3,000       43,000           3,000 
    Net Operating Cost of Other Real Estate Owned.                4,000             15,000       16,000          17,000 
    Other Expenses . . . . . . . . . . . . . . . .               64,000            106,000      132,000         166,000 
                                                    -------------------  ------------------  ----------  ---------------
      TOTAL NONINTEREST EXPENSE. . . . . . . . . .              967,000          1,079,000    1,945,000       2,081,000 
                                                    -------------------  ------------------  ----------  ---------------
INCOME  (LOSS) BEFORE INCOME TAXES . . . . . . . .               21,000         (  156,000)      32,000      (  446,000)
   Income Taxes. . . . . . . . . . . . . . . . . .                1,000                  -        1,000           2,000 
                                                    -------------------  ------------------  ----------  ---------------
NET INCOME (LOSS). . . . . . . . . . . . . . . . .  $            20,000  $      (  156,000)  $   31,000  $   (  448,000)
                                                    ===================  ==================  ==========  ===============
Per Share Data:
     Net Income (Loss) - Basic . . . . . . . . . .  $              0.01  $   (        0.10)  $     0.01  $(        0.31)
     Net Income (Loss) - Diluted . . . . . . . . .  $              0.01  $   (        0.10)  $     0.01  $(        0.31)
</TABLE>


<TABLE>
<CAPTION>

Consolidated  Statements  of  Cash  Flows
Marathon  Bancorp  and  Subsidiary


<S>                                                                <C>                          <C>
                                                                                  Six Months Ended June 30,
                                                                                 ---------------------------                     

                                                                                         1998                 1997 
                                                                   ---------------------------  -------------------
OPERATING ACTIVITIES
   Net Income (Loss). . . . . . . . . . . . . . . . . . . . . . .  $                   31,000   $   (      448,000)
   Adjustments to Reconcile Net Gain (Loss) to Net Cash Provided
      by Operating Activities:
         Depreciation and Amortization. . . . . . . . . . . . . .                      73,000               66,000 
         Provision for Credit Losses. . . . . . . . . . . . . . .                           -              150,000 
         Provision for OREO Losses. . . . . . . . . . . . . . . .                           -                    - 
         Loss (Gain) on Sale of Other Real Estate Owned . . . . .                      46,000    (           3,000)
         Net Amortization of Premiums and Discounts
            on Investment Securities. . . . . . . . . . . . . . .            (          3,000)              12,000 
         Net Change in Deferred Loan Origination Fees . . . . . .                      11,000               41,000 
         Net Change in Accrued Interest, Other Assets
             and Other Liabilities. . . . . . . . . . . . . . . .              (      752,000)     (       209,000)
                                                                   ---------------------------  -------------------
        NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES. . . . .              (      594,000)     (       391,000)
INVESTING ACTIVITIES
   Net Decrease (Increase) in Interest-Bearing Deposits with
      Financial Institutions. . . . . . . . . . . . . . . . . . .                           -              498,000 
   Purchases of  Available for Sale Securities. . . . . . . . . .               (   2,476,000)      (      102,000)
   Purchases of Held to Maturity Securities . . . . . . . . . . .               (   5,986,000)                   - 
   Proceeds from Maturities of Available for Sale Securities. . .                   6,016,000                    - 
   Proceeds from Maturities of Held to Maturity Securities. . . .                   5,000,000              128,000 
   Net Decrease in Loans. . . . . . . . . . . . . . . . . . . . .                     680,000              978,000 
   Proceeds from Sale of Other Real Estate Owned. . . . . . . . .                   1,202,000            1,645,000 
   Purchases of Furniture, Fixtures and Equipment . . . . . . . .             (        57,000)     (        46,000)
                                                                   ---------------------------  -------------------
        NET CASH PROVIDED  (USED) BY INVESTING ACTIVITIES . . . .                   4,379,000            3,101,000 
FINANCING ACTIVITIES
   Net Change in Demand Deposits, Money Market and Savings. . . .               (   8,010,000)           1,875,000 
   Net Change in Time Deposits. . . . . . . . . . . . . . . . . .                   3,363,000       (      188,000)
   Proceeds from Issuance of Common shares. . . . . . . . . . . .                      16,000            1,319,000 
                                                                   ---------------------------  -------------------
        NET CASH PROVIDED  (USED) BY FINANCING ACTIVITIES . . . .               (   4,631,000)           3,006,000 
                                                                   ---------------------------  -------------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS. . . . . . . . .              (      846,000)           5,716,000 
   Cash and Cash Equivalents at Beginning of Year . . . . . . . .                  16,027,000            7,289,000 
                                                                   ---------------------------  -------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD. . . . . . . . . . . .  $               15,181,000   $       13,005,000 
                                                                   ===========================  ===================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Interest Paid. . . . . . . . . . . . . . . . . . . . . . . . .  $                  595,000   $          293,000 
   Income Taxes Paid (Refunded) . . . . . . . . . . . . . . . . .  $                    2,400   $            2,400 
   Loans Made to Facilitate the Sale of Other Real Estate Owned .  $                  600,000   $        1,695,000 
</TABLE>




<PAGE>
<TABLE>
<CAPTION>

Consolidated  Statements  of  Equity
Marathon  Bancorp  and  Subsidiary


<S>                          <C>             <C>           <C>            <C>          <C>
                                                                          Net
                                                                          Unrealized
                                                                          Appreciation
                                                                          (Depreciation)
                                                                          on Available
                                  Common shares            Accumulated    for Sale
                                  --------------                                                      
                             Shares          Amount        Deficit        Securities   Total
                             --------------  ------------  -------------  -----------  ----------

BALANCE - JANUARY 1, 1998 .       3,811,819  $ 13,607,000  $( 5,409,000)  $     3,000  $8,201,000

Net Income. . . . . . . . .               -             -        31,000             -      31,000

Issuance of Common Shares .           6,000        15,000             -             -      15,000

Net Changes in Unrealized
  Appreciation on Available
  for Sale Securities . . .               -             -             -         1,000       1,000
                             --------------  ------------  -------------  -----------  ----------

BALANCE - JUNE 30, 1998 . .       3,817,819  $ 13,622,000  $( 5,378,000)  $     4,000  $8,248,000
                             ==============  ============  =============  ===========  ==========
</TABLE>



<PAGE>
NOTES  TO  UNAUDITED  CONSOLIDATED  FINANCIAL  STATEMENTS

(1)  BASIS  OF  PRESENTATION  AND  MANAGEMENT  REPRESENTATIONS
     The  unaudited  consolidated  financial  statements  have  been prepared in
accordance  with  the instructions to Form 10-QSB and, therefore, do not include
all  footnotes  normally  required for complete financial disclosure.  While the
Company  believes  that  the  disclosures  presented  are sufficient to make the
information  not misleading, reference may be made to the consolidated financial
statements  and  notes  thereto  included in the Company's 1997 Annual Report on
Form  10-KSB.
     The  accompanying  consolidated  statements  of financial condition and the
related  consolidated  statements  of  operations and cash flows reflect, in the
opinion  of management, all material adjustments necessary for fair presentation
of  the  Company's financial position as of June 30, 1998 and December 31, 1997,
results  of  operations and changes in cash flows for the six-month period ended
June  30,  1998  and  1997.   The results of operations for the six-month period
ended  June  30,  1998  are  not  necessarily  indicative of what the results of
operations  will  be  for  the  full  year  ending  December  31,  1998.

(2)  INCOME  OR  LOSS  PER  SHARE
     Income  or  loss per share is computed using the weighted average number of
common  shares  outstanding  during  the  period.    Loss per share calculations
exclude  common share equivalents (stock options) since their effect would be to
increase  the  income per share and reduce the loss per share.  Accordingly, the
weighted  average  number  of  shares used to compute the net income or loss per
share were 3,816,566 and 1,592,294 respectively for the three-month period ended
June  30, 1998 and 3,814,206 and 1,434,660 respectively for the six-month period
ended  June  30,  1998.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS


     The  following  discussion  is  intended  to provide additional information
about  Marathon  Bancorp  (the  Company), its financial condition and results of
operations,  which  is  not  otherwise  apparent from the consolidated financial
statements.    Since  Marathon National Bank (the Bank) represents a substantial
portion  of  the  Company's  activities  and  investments, the following relates
primarily  to  the financial condition and operations of the Bank.  It should be
read  in  conjunction  with  the  Company's  1997  Annual Report on Form 10-KSB.

FINANCIAL  HIGHLIGHTS  OVERVIEW

     Marathon  Bancorp recorded a fourth consecutive quarterly profit of $20,000
compared  to  a  loss  of  $156,000  for  the  second  quarter of 1997.  For the
six-month  period  ended  June  30, 1998 the Company recorded profits of $31,000
compared  to  a  loss of $448,000 for the first six months of 1997.  Assets were
$74,801,000  and  deposits  were  $65,798,000  both  increased  from  the levels
reported  in  the  first  quarter  although  less  than the numbers reported for
yearend  1997.

RESULTS  OF  OPERATIONS

Net  Interest  Income

     Net  interest  income  (the difference between interest income and interest
expense) for the first six months of 1998 increased by $155,000, or 10% over the
same  period  last  year.   The increase came about through a number of factors.
The  Company  has decreased its non-performing assets substantially in 1998 from
the  levels  of  1997.    At  June  30,  1998 the Company had $6,000 in loans on
nonaccrual  and  $982,000  of  foreclosed  real estate compared to $2,431,000 in
loans  on  nonaccrual and $1,281,000 of foreclosed real estate at June 30, 1997.
Investments  and fed funds sold increased from $13,580,000 at June 30, 1997
to  $21,945,000  at  the  end  of  this  quarter.
     Interest income increased for the first six months of 1998 by $237,000 with
the  increase  coming  in  all  categories  of earning assets.  The average loan
portfolio size remained fairly constant but the decrease in non-performing loans
helped  to  increase the interest earned on the portfolio.  Increases in
investments  and fed funds sold were the reason for the increase in the interest
earned  on  both of these portfolios.  Interest expense for the first six months
of  1998 increased by $82,000, or 14% over the interest expense reported for the
first  half  of  1997.   This was due to an increase in certificates of deposit,
during  the  later  part  of  1997.
     For  the three months ended June 30, 1998 net interest income increased for
the  same  reasons  as  for  the six-month period.  The increase in net interest
income  was  $61,000, or 7% over the three months ended June 30, 1997.  Interest
income  was  up $86,000 and the interest expense increased $25,000 for the first
quarter  of  1998.
     The net interest margin for the first six months of 1998 was 5.41% compared
to  5.47%  for  the first half of 1997 and the net interest margin for the three
months  ended  June  30, 1998 was 5.30% compared to 5.19% for the same period in
1997.

Noninterest  Income

     Noninterest income rose for both the six months and three months ended June
30,  1998.    For the six months noninterest income grew $37,000, or 22% and for
the  three  months  was  up  $4,000,  or 4%.   An increase in fees on commercial
checking  accounts in the second quarter of 1997 was a large contributing factor
to the increase in service charges on deposits.  An increase in loan noninterest
fees  and charges was the reason for the increase in other noninterest income in
both  periods  in  1998.

Noninterest  Expense

     The Company was able to reduce the level of noninterest expense in both the
six  months  and  three  months  ended  June  30,  1998.  The main areas of cost
reduction  were  occupancy,  data  processing, legal costs, office supplies, and
other  expense.      Occupancy  costs were reduced with the subletting of excess
office  space  at  the  corporate  office.  Reduction in other real estate owned
decreased  costs  during  the  second  quarter  of  1998.    The  reduction  in
non-performing assets and other real estate owned (OREO) accounted for the large
reduction in legal costs.  The remainder of 1998 should continue to show reduced
legal  expense  and  OREO  costs  compared to 1997.  Also the improvement in the
Bank's  condition will reduce the FDIC insurance assessment for the remainder of
1998  by  approximately  $65,000.
Provision  for  Credit  Losses:
     The  Bank made no provision for credit losses during the first half of 1998
compared  to  a  provision  of  $150,000  during  the  first six months of 1997.
During  the  first  half  of  1998,  the  Bank  recorded charge-offs of $105,000
($79,000  in  the  second quarter) and collected $80,000 in loan loss recoveries
($62,000  in  the  second  quarter)  compared  to  charge-offs  of  $492,000 and
recoveries  of  $39,000  in  1997.
     The Bank's internally classified loans at June 30, 1998 were $2,081,000, or
4.6%  of  loans  compared  to  $2,983,000 or 6.4% of loans at December 31, 1997.
The  classified  loans  at  June  30,  1998  were  only 25.2% of equity capital.
Additionally  loans past due 30 days or more at June 30, 1998 were only $37,000,
and  nonaccrual  loans  $6,000.
     Based upon these factors and management's assessment of the overall quality
of  the  loan portfolio, its internal migration analysis and economic conditions
management  determined  the  current  level of the reserve for credit losses was
adequate  without  the  need  for  further  provisions.

ASSETS  AND  LIABILITIES

     Assets  at  the  end of 1997 were somewhat inflated with increased deposits
from  a  number  of large customers of the Bank during the last two weeks of the
year which then decreased during the first two weeks of 1998.  The Bank's assets
increased  $4,532,000,  or 6.5% since the end of the first quarter of 1998.  The
increase  was  generated  in  demand  deposits  of  commercial  customers.
     The  increase  in  deposits  was  invested  in short-term fed funds sold to
increase  earning assets and the liquidity position of the Bank.  The other real
estate owned decreased with the sale of three properties totaling $1,248,000 and
the  addition  of two properties totaling $982,000.  Since the end of the second
quarter,  the Bank has sold another OREO property in July 1998 totaling $430,000
and  recording  a $2,000 profit. The sale leaves only one property in the Bank's
OREO  portfolio.

LIQUIDITY  AND  CAPITAL

Asset/Liability  Management

     The  Company's  Asset/Liability  Committee  is responsible for managing the
risks  associated  with changing interest rates and their impact on earnings, as
well  as,  the  liquidity  needs  of  the  Company.
     Management  monitors  its  liquidity  position  continuously in relation to
trends  in  loans  and  deposits,  and  relates  the data to short and long term
expectations.   In order to serve customers effectively, funds must be available
to  meet  their  credit  needs  as well as their withdrawals of deposited funds.
Assets that are normally considered liquid are federal funds sold, available for
sale  investment  securities,  cash and due from banks, and securities purchased
under  agreements  to resell.  The ratio of liquid assets to deposits was 24% as
of  June  30,  1998  and  the  loan  to  deposit  ratio  was  69%.
     Interest  rate  risk  management  focuses  on the maturity and repricing of
interest earning assets in relationship to the interest bearing liabilities that
fund them.  Net interest income can be vulnerable to fluctuations arising from a
change  in  the  general  level of interest rates to the extent that the average
yield  on  earning  assets  responds  differently to such a change than does the
average  cost  of  funds.
     The  Company  measures  interest  rate  sensitivity  by  distributing  the
maturities  and  repricing  periods of assets and supporting funding liabilities
into  interest  sensitivity  periods, summarizing interest rate risk in terms of
the  resulting  interest  sensitivity  gaps.  A positive gap indicates that more
interest  sensitive  assets than interest sensitive liabilities will be repriced
during  a  specified  period,  while  a  negative  gap  indicates  the  opposite
condition.
     It  is  the Bank's policy to maintain an adequate balance of rate sensitive
assets to rate sensitive liabilities.  Due to the fact that the Bank has a large
portfolio  of  noninterest  bearing demand deposits the Company has historically
been  asset sensitive with a positive gap.  Currently the Company is still asset
sensitive  and  has the risk that a drop in interest rates will tend to decrease
the net interest income while a increase in interest rates will increase income.
The  Bank  has  implemented  interest  rate  floors  on approximately 85% of the
commercial  loans  and  55% of the real estate loans. This will help to mitigate
the  interest  lost  with  a  decline  in  interest  rates.

Capital

     The  Bank is required to meet certain minimum risk-based capital guidelines
and  leverage  ratios  promulgated by the bank regulatory authorities.  The risk
based  capital  standards establish capital requirements that are more sensitive
to  risk  differences  between  various  assets,  consider  off  balance  sheet
activities  in  assessing  capital  adequacy,  and minimize the disincentives to
holding liquid, low risk assets.  The leverage ratio consists of tangible Tier 1
capital  divided  by  average  total  assets.
     The  Company's  capital  position  is  strong.   The adequately capitalized
risk-based  capital  ratio required by the federal regulators is 8.0 percent and
the  well  capitalized  ratio is 10.0 percent.  At June 30, 1998 the Company and
the  Bank  had  a risk based capital ratio of 16.2 percent, and a Tier 1 capital
leverage  ratio  of  11.4  percent.
     The Company has been released from the Memorandum of Understanding with the
Federal  Reserve  Bank  and  now  is  under  no special regulatory restrictions.

YEAR  2000

     The Company is well aware of the issues relating to the century date change
and the impact on computer systems and business operations.  The Company started
its  analysis  of  the  problem in June 1997 when it sent letters to its vendors
that  supplied computer services to the Company on the status of their Year 2000
plans.    All  the mission critical vendors were well on their way with plans to
make  their  products  Year 2000 compliant.  The Company then went on to develop
its own Year 2000 plan. The Company's Year 2000 Plan (the Plan) was submitted to
the Board of Directors for review in January 1998 and approved in February 1998.
     The  Plan  includes the steps necessary for the Company to become year 2000
compliant as well as the steps to be taken to check that the major borrowers and
fund  providers  of  the  Company  are  also  working  to become compliant.  The
Company's  main computer processing is supplied by the Fiserv CBS Service Bureau
who  has already modified and installed software that is year 2000 compliant and
the  Bank,  and  the  user  group  to  which  it belongs, will begin testing the
software  during  the  third  quarter.    The  Bank  will  also be testing other
secondary software programs that have already been modified during the third and
fourth  quarters.
     At  this  time  the Bank does not foresee any of its vendors not delivering
year  2000  compliant software within a timeframe that will allow for sufficient
testing  to  insure year 2000 compliance.  The Company has a contingency plan to
cover year 2000 issues.  The costs to the Company will be both capital costs for
the purchase of new equipment and the expense for the maintenance and testing of
computer  software.    Some of these costs have already been expensed and others
will  be ongoing over the next eighteen months, but they should not have a major
impact  on  future  earnings.

<PAGE>

PART  II.    OTHER  INFORMATION


Item  1.    Legal  Proceedings

         None.


Item  2.    Changes  in  Securities

         None.


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  on  Form  8-K

         None.

<PAGE>
                                               SIGNATURES


Pursuant  to  the  requirements  of the Securities and Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.







                                        MARATHON  BANCORP


Date:    August 10,  1998          Craig D. Collette
                                   -------------------
                                   Craig D. Collette
                                   President and
                                   Chief Executive Officer



                                   Howard J. Stanke
                                   ------------------
                                   Howard J. Stanke
                                   Executive Vice President and
                                   Chief Financial Officer






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