MARATHON BANCORP
10QSB, 1999-11-15
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        September 30, 1999
                                           --------------------------

                                                       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 November 120, 1999, there were 3,830,019 shares of no par Common Stock
issued and outstanding.

<PAGE>
<TABLE>
<CAPTION>

Consolidated  Statements  of  Financial  Condition
Marathon  Bancorp  and  Subsidiary



<S>                                                                    <C>              <C>

                                                                       September 30,    December 31,
ASSETS                                                                           1999            1998
                                                                       ---------------  --------------

Cash and Due From Banks                                                     6,704,000       5,074,000

Federal Funds Sold                                                          3,525,000       4,175,000

Interest-Bearing Deposits with Financial Institutions                         199,000               0

Investment Securities
   Securities Available for Sale                                            5,628,000       6,001,000
   Securities Held to Maturity (approximate market value:
      1999-$12,855,000; 1998-$14,306,000                                   13,088,000      14,291,000
                                                                       ---------------  --------------
                                                                           18,716,000      20,292,000

Loans                                                                      49,088,000      42,992,000
   Less Allowance for Credit Losses                                          (659,000)       (733,000)
                                                                       ---------------  --------------
        NET LOANS                                                          48,429,000      42,259,000

Premises and Equipment                                                        334,000         346,000
Other Real Estate Owned                                                             0               0
Cash Surrender Value of Life Insurance                                      1,329,000       1,280,000
Accrued Interest and Other Assets                                           1,203,000         974,000
                                                                       ---------------  --------------
    TOTAL ASSETS                                                       $   80,439,000   $  74,400,000
                                                                       ===============  ==============

LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits
   Noninterest-Bearing                                                     29,700,000      24,478,000
   Interest-Bearing                                                        41,402,000      40,740,000
                                                                       ---------------  --------------
        TOTAL DEPOSITS                                                     71,102,000      65,218,000

Accrued Interest and Other Liabilities                                        475,000         524,000
                                                                       ---------------  --------------
        TOTAL LIABILITIES                                                  71,577,000      65,742,000

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: 3,827,019 in 1999 and 3,820,819 in 1998      13,646,000      13,630,000
   Net Unrealized Gain on Securities Available for Sale                      (150,000)         (8,000)
   Accumulated Deficit                                                     (4,634,000)     (4,964,000)
                                                                       ---------------  --------------
   Total Shareholders' Equity                                               8,862,000       8,658,000
                                                                       ---------------  --------------
     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                        $   80,439,000   $  74,400,000
                                                                       ===============  ==============



</TABLE>







<TABLE>
<CAPTION>

Consolidated Statements of Income
Marathon Bancorp and Subsidiary



                                                     Three Months Ended    Nine Months Ended
                                                       September 30,         September 30,
<S>                                                 <C>                   <C>                  <C>             <C>
                                                                   1999                 1998            1999         1998
                                                    --------------------  -------------------  --------------  ----------
INTEREST INCOME
    Interest and Fees on Loans                      $           982,000   $          956,000   $   2,744,000   $2,827,000
    Interest on Investment Securities - Taxable                 262,000              218,000         768,000      562,000
    Other Interest Income                                        64,000              124,000         205,000      354,000
                                                    --------------------  -------------------  --------------  ----------
      TOTAL INTEREST INCOME                                   1,308,000            1,298,000       3,717,000    3,743,000
INTEREST EXPENSE
    Interest on Demand Deposits                                   8,000                9,000          25,000       30,000
    Interest on Money Market and Savings                        218,000              178,000         606,000      485,000
    Interest on Time Deposits                                   127,000              194,000         402,000      520,000
    Other Interest Expense                                            -                    -               -
                                                    --------------------  -------------------  --------------   ---------
      TOTAL INTEREST EXPENSE                                    353,000              381,000       1,033,000    1,035,000
                                                    --------------------  -------------------  --------------  ----------
NET INTEREST INCOME                                             955,000              917,000       2,684,000    2,708,000
   Provision for Credit Losses                                        -                    -               -            -
                                                    --------------------  -------------------  --------------  ----------
NET INTEREST INCOME AFTER
   PROVISION FOR CREDIT LOSSES                                  955,000              917,000       2,684,000    2,708,000

NONINTEREST INCOME
    Service Charges and Fees on Deposits                         73,000               64,000         217,000      180,000
    Other Noninterest Income                                    109,000               35,000         187,000      106,000
    Gain/Loss on sale of securities                        (      9,000)                   -    (      9,000)           -
                                                    --------------------  -------------------  --------------  ----------
      TOTAL NONINTEREST INCOME                                  173,000               99,000         395,000      286,000
                                                    --------------------  -------------------  --------------  ----------

NONINTEREST EXPENSE
    Salaries and Employee Benefits                              451,000              369,000       1,309,000    1,154,000
    Occupancy Expenses                                          130,000              133,000         396,000      403,000
    Furniture and Equipment                                      33,000               32,000          91,000       90,000
    Professional Services                                        43,000               34,000          97,000       77,000
    Business Promotion                                           17,000                    -          54,000       20,000
    Stationery and Supplies                                      14,000               27,000          42,000       83,000
    Data Processing Services                                    120,000              108,000         349,000      326,000
    Messenger and Courier Services                               16,000               20,000          52,000       66,000
    Insurance and Assessments                                    31,000               50,000          94,000      223,000
    Legal Fees and Costs                                         25,000               41,000          86,000      122,000
    Net Loss on Sale of OREO                                          -         (      2,000)              -       41,000
    Net Operating Cost of Other Real Estate Owned          (      1,000)               5,000               -       21,000
    Other Expenses                                               72,000               87,000         188,000      224,000
                                                    --------------------  -------------------  --------------  ----------
      TOTAL NONINTEREST EXPENSE                                 951,000              904,000       2,758,000    2,850,000
                                                    --------------------  -------------------  --------------  ----------

INCOME  (LOSS) BEFORE INCOME TAXES                              177,000              112,000         321,000      144,000
   Income Tax (benefit)                                    (      1,000)               2,000    (      9,000)       3,000
                                                    --------------------  -------------------  --------------  ----------
NET INCOME                                          $           178,000   $          110,000   $     330,000   $  141,000
                                                    ====================  ===================  ==============  ==========
Per Share Data:
     Net Income (Loss) - Basic                      $              0.05   $             0.03   $        0.09   $     0.04
     Net Income (Loss) - Diluted                    $              0.05   $             0.03   $        0.09   $     0.04
     Book Value Per Share                           $              2.32   $             2.19
</TABLE>


<TABLE>
<CAPTION>

Consolidated Statements of Cash Flows
Marathon Bancorp and Subsidiary


<S>                                                                <C>                                <C>
                                                                                Nine Months Ended September 30,
                                                                   ------------------------------------------------

                                                                                               1999           1998
                                                                   ---------------------------------  -------------
OPERATING ACTIVITIES
   Net Income (Loss)                                               $                        330,000   $    141,000
   Adjustments to Reconcile Net Gain (Loss) to Net Cash Provided
      by Operating Activities:
         Depreciation and Amortization                                                      100,000        109,000
         Provision for Credit Losses                                                              -              -
         Provision for OREO Losses                                                                -              -
         Loss on Sale of Other Real Estate Owned                                                  -         44,000
         Net Amortization of Premiums and Discounts
            on Investment Securities                                                         37,000    (    34,000)
         Loss on Sale of Securities Available for Sale                                        9,000              -
         Net Change in Deferred Loan Origination Fees                                       103,000         13,000
         Net Change in Accrued Interest, Other Assets
             and Other Liabilities                                                      (   526,000)    (  654,000)
                                                                   ---------------------------------  -------------
        NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES                                     53,000     (  381,000)
INVESTING ACTIVITIES
   Net Decrease (Increase) in Interest-Bearing Deposits with
      Financial Institutions                                                                199,000              -
   Purchases of  Available for Sale Securities                                           (3,771,000)    (5,448,000)
   Purchases of Held to Maturity Securities                                              (3,312,000)   (12,782,000)
   Proceeds from Maturities of Available for Sale Securities                              2,000,000      6,500,000
   Proceeds from the Sale of Available for Sale Securities                                  991,000              -
   Proceeds from Maturities of Held to Maturity Securities                                5,480,000      6,290,000
   Net (Increase) Decrease in Loans                                                      (6,273,000)      (430,000)
   Proceeds from Sale of Other Real Estate Owned                                                  -      1,634,000
   Purchases of Furniture, Fixtures and Equipment                                           (88,000)       (58,000)
                                                                   ---------------------------------  -------------
        NET CASH (USED) PROVIDED BY INVESTING ACTIVITIES                                 (4,774,000)    (4,294,000)
FINANCING ACTIVITIES
   Net Change in Demand Deposits, Money Market and Savings                                8,648,000     (6,845,000)
   Net Change in Time Deposits                                                           (2,764,000)     4,484,000
   Proceeds from Issuance of Common shares                                                   16,000         23,000
        NET CASH PROVIDED  (USED) BY FINANCING ACTIVITIES                                 5,900,000     (2,338,000)

DECREASE IN CASH AND CASH EQUIVALENTS                                                     1,179,000     (7,013,000)
   Cash and Cash Equivalents at Beginning of Year                                         9,249,000     16,027,000
                                                                   ---------------------------------  -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                         $                     10,428,000   $  9,014,000

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Interest Paid                                                   $                        988,000   $    997,000
   Income Taxes Paid (Refunded)                                    $                       (  9,000)  $      3,000
   Loans Made to Facilitate the Sale of Other Real Estate Owned    $                              -   $    600,000

</TABLE>



<PAGE>
<TABLE>

<CAPTION>

Consolidated Statements of Equity
Marathon Bancorp and Subsidiary





<S>                            <C>              <C>              <C>            <C>              <C>           <C>
                                                                                                 Accumulated
                                                                                                 Other
                                     Common Shares               Comprehensive  Accumulated      Comprehensive
                               Shares           Amount           Income         Deficit          Income        Total
                               ---------------  ---------------  -------------  ---------------  ----------    -----

Balance,  January 1, 1999           3,820,819   $   13,630,000                  $ (4,964,000)  $    (8,000)    $ 8,658,000

Exercise of Stock Options               6,200           16,000                                                      16,000

Comprehensive Income:
  Net Income                                                          330,000        330,000                       330,000
  Net Change in Unrealized
    Gain (Loss) on Available
    for-Sale Securities                                              (142,000)      (142,000)      (142,000)
                                                                --------------
Total Comprehensive  Income                                    $      188,000
                                                               ===============
                               ---------------  ---------------                 -------------  -------------    -----------
Balance,  September 30, 1999        3,827,019   $   13,646,000                  $ (4,634,000)  $   (150,000)    $ 8,862,000
                               ===============  ===============                 =============  =============    ===========

</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 1998 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 September 30, 1999 and December 31, 1998,
results  of operations and changes in cash flows for the nine-month period ended
September  30,  1999  and  1998.  The  results  of operations for the nine-month
period  ended  September  30,  1999  are  not necessarily indicative of what the
results  of  operations  will  be  for  the  full year ending December 31, 1999.

Certain reclassifications were made to prior years' presentations to conform to
the current year.  These reclassifications are of a normal recurring nature.

(2)  EARNINGS  PER  SHARE  (EPS)

Basic  EPS  excludes  dilution  and  is computed by dividing income available to
common  stockholders by the weighted-average number of common shares outstanding
for the period.  Diluted EPS reflects the potential dilution that could occur if
securities  or other contracts to issue common stock were exercised or converted
into  common  stock or resulted in the issuance of common stock that then shared
in  the  earnings  of  the  entity.

Accordingly, the basic weighted average number of shares used to compute the net
income  per share for the three-month period ended September 30th were 3,827,019
in 1999 and 3,820,656 in 1998 and for the nine-month period ended September 30th
were 3,825,880 for 1999 and 3,816,379 for 1998.  There was no dilution to change
the  basic  average  number  of shares in any period leaving the diluted EPS the
same.




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  1998  Annual Report on Form 10-KSB.

FINANCIAL  HIGHLIGHTS  OVERVIEW

Net income for the nine-months ended September 30, 1999 increased $189,000 or
134% over the same period of 1998.  The three-month net income was up $68,000 or
62% in 1999 versus1998.  The per share earnings were also up, increasing to
$0.09 for year-to-date 1999 versus $0.04 for 1998, while the third quarter 1999
per share earnings were $0.05 versus $0.03 in 1998.

RESULTS  OF  OPERATIONS

Net  Interest  Income

Net  interest income generated for the three months ended September 30, 1999 was
up  $38,000  or  4%.   The  decrease  in  interest on time deposits was the most
significant  item affecting the results.  Interest and fees on loans were up
for  the  quarter,  due to the fact that we increased our prime rate by 50 basis
points since June. The increase was based on the Federal Reserve Bank increasing
the  target  rate  on  fed funds by the same amount.  With the rate increase the
year-to-date net interest income was only $24,000 less than 1998 recovering from
the  rate  decrease  during  the  second  half  of  1998.

For  the  quarter  the interest and fees on loans were up due to the increase in
the loan portfolio as well as the increase in prime rate which affects about 40%
of the loan portfolio.  The interest on the investment portfolio also
increased  by  $44,000  or  20%  and  was  due  to  higher  yields  obtained  on
investments.  Other  interest  income  decreased  because  the investment in fed
funds  was  decreased  to fund the loan portfolio increase.  Interest income
earned  year-to-date has been effected by the same factors, except that the loan
portfolio  increase  has  taken  place  mostly  in  the  third  quarter.

The change in mix of deposits during the last year has helped to offset the rise
in  rates  that were paid on deposits.  Time deposits which are our highest cost
of  funds  has decreased since the third quarter of 1998 while the interest cost
that  declined  in the latter half of 1998 has increased back to the levels paid
early  in  1998.  The rates paid on money market accounts as well as the average
balances  have  increased  causing  the  rise  in  interest  paid.

Noninterest  Income

Non-interest  income  has  increased  for  both  the  quarter and the nine-month
period.  During  the  third quarter, there was a one-time recovery of $70,000 in
service charges, fees and interest thereon from a corporation that had gone into
receivership five years ago.   Without that one-time recovery, other noninterest
income  increased  11% for the quarter and 10% for the nine-month period.  Third
quarter service charges and fees on deposit accounts increased 14% and also rose
21% for  the  nine-months  ending September 1999.  During the third quarter, the
bank realized a loss on sale of a security swapped for a higher yielding  agency
security to improve future yield.

Noninterest  Expense

Non-interest  expenses  increased  by  $47,000 or 5% for the third quarter.  The
main  factor  was  the increased human resource costs for two new loan officers.
The  Bank  increased its marketing costs with some direct mail programs and will
be  continuing  to  do additional marketing in the fourth quarter and into 2000.
The bank decreased costs in stationary and supplies, courier services, insurance
and  legal  costs.

For  the nine-month period non-interest costs declined $92,000 or 3% compared to
1998.    Salaries and employee benefits were up from 1998 due to the increase in
staff.  Professional services increased with the hiring of and outside firm
to  do  internal  and  policy and procedure auditing.  Data processing costs are
higher  and  include Y2K upgrading charges.  Insurance and assessment costs have
been  reduced  with  the  improved condition and quality of the Company.  We now
receive  the  lowest  rates  for  insurance  and  regulatory  assessment.

The  holding  company  reduced  its  expenses  this  year  by changing its stock
transfer and registrar agent.  The Company changed from Chase Mellon Shareholder
Services  to  U.  S. Stock Transfer.  This change cut our costs by approximately
$5,000  per  year.

Provision  for  Credit  Losses:

This  year the bank has made no provision for credit losses due to the low level
of  charge-offs  and good recoveries for the year.  Charge-offs for the year are
$187,000  with  only $50,000 since the end of the first quarter while recoveries
are  $113,000  for  the  year,  with $94,000 in the third quarter.   During 1998
charge-offs  for  the  first  nine months were $117,000 and loan recoveries were
$107,000.

Loans  classified  at  September  30,  1999  as  substandard or doubtful totaled
$2,192,000  or  4.5%  of  loans  compared to $1,919,000 or 4.2% at September 30,
1998.  The  current  classified loans total 24.7% of capital.  Loans past due 30
days  or  more at the end of the quarter were $600,000 with no loans past due 90
days  or  more  and  no  loans  on  non-accrual.

Based  upon the current levels of classified and past due loans and management's
assessment  of  the  overall  quality  of  the  loan  portfolio  management  has
determined  that  the  current  level  of reserve for credit losses is adequate.
This  does  not  mean  that  the  bank  may not need to increase reserves if the
economy  starts  to decline or should problems arise with Y2K in the future that
were  not  anticipated.

ASSETS  AND  LIABILITIES

The  Company  has  had  good  asset growth since December 31, 1998 increasing by
$6,039,000  or  8%  with  a  large  volume  of the growth happening in the third
quarter.  Assets  for  the  quarter increased 7%.  Almost all of this growth has
been  in  the  loan  portfolio,  which  has  increased  $6,096,000  or 14% since
year-end.  We  have had good success in the real estate construction area and in
commercial  loans.  Earlier  in the year we had targeted the San Fernando Valley
area  of  Los Angeles for loan production and deposits and have had success.  In
October  the  bank  opened  a  loan  production  office  there and we anticipate
continuing  growth  from  this  office.

With  the  loan  portfolio  increasing  there  has been no new investment in the
securities  portfolio  although,  maturing  investments  have been reinvested at
better  yields.  The average in fed funds sold has stayed fairly  constant  and
cash has increased somewhat with an increase in the demand deposit accounts and
the increase in bank float that comes with it.  The bank continues  to  have no
other real estate owned.

Deposits increased  $5,884,000 or 9% since the end of 1998.  The  increase  has
been  in  the  non-interest bearing deposit accounts, which has helped the  bank
to  keep the cost of funds from increasing with the rising rate environment over
the  last  six months.  The mix of interest-bearing deposits has changed through
the  year.  We  have  had  a  decrease  in  time deposits and an increase in our
investors money market accounts.  With time deposit  rates being somewhat higher
than  the  money  market  accounts this change in deposit mix also helped reduce
our deposit costs.

LIQUIDITY  AND  CAPITAL

Asset/Liability  Management

Managing liquidity and the risks associated with interest rates and their impact
on  both  income  and  the  present value of equity is the responsibility of the
Bank's Asset/Liability Committee.  The committee monitors the liquidity position
to  assure that sufficient funds are available for the funding of assets as well
as deposit fluctuations.  Assets that are normally considered liquid are federal
funds sold, available for sale investment securities and cash and funds due from
banks.  The  Bank has backup fed fund lines with its correspondent banks and can
borrow  at  the Federal Reserve Bank discount window.  During the third quarter,
the Bank was approved for membership in the Federal Home Loan Bank that gives us
an  additional  source of liquidity if needed for loan growth.  During the third
quarter  an  increased  deposit  base funded the increase in the loan portfolio.

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  and  understands  that its business goals will
create  asset  sensitivity.  Due to the fact that the Bank has a large portfolio
of  noninterest  bearing  demand  deposits the Company has historically been and
will  continue to be asset sensitive with a positive gap.  The Company currently
is  asset  sensitive  but has been able to decrease its asset sensitivity during
the  last  year by a lengthening of maturities in the investment portfolio and a
decrease  in  time deposits.  The Company's cumulative gap as a percent of total
assets  was  30.9%  at  September  30, 1999 down from 38.2% at June 30, 1999 and
39.3%  at  December  31,  1998.

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%  and  the  well
capitalized  ratio is 10.0%.  At September 30, 1999 the Company and the Bank had
a risk based capital ratio of 16.1% and a Tier 1 capital leverage ratio of 11.5%
compared with a risk based ratio of 16.5% and a Tier 1 capital leverage ratio of
11.0%  at  September  30,  1998.  The  Company  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 (Y2K)
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 Y2K compliant.  The
Company, and the user group to which it belongs, has finished testing the Fiserv
software  for  all  the  critical  dates and has had a third party review of the
testing  done  by  an  outside  audit  firm.  The Company has received year 2000
compliant  software  from  all  its vendors within a time frame that allowed for
sufficient  testing to insure year 2000 compliance.  The Company has also tested
its  other non-critical software programs that have been modified for year 2000.
A contingency plan to cover Y2K has been put in place and tested and we feel the
Company  is  now  Y2K  ready.

The  Y2K  costs  to the Company have been both capital costs for the purchase of
new  equipment  and  the  expense  for  the  maintenance and testing of computer
software.  These  costs  have  been expensed and others will be ongoing over the
next  few  months,  but  they should not have a major impact on future earnings.



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:  November 12, 1999     Craig D. Collette
                             -----------------
                             Craig D. Collette
                             President and
                             Chief Executive Officer



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

















<PAGE>


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