MARSHALLTOWN FINANCIAL CORP
8-K, 1997-10-28
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D. C.  20549



                                   FORM 8-K

                                CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)    OCTOBER 28, 1997  
                                                 ----------------------

                       MARSHALLTOWN FINANCIAL CORPORATION           
             ----------------------------------------------------
            (Exact name of registrant as specified in its charter)


              Delaware                0-23352              42-1413971  
   ---------------------------      ----------           ------------
(State or other jurisdiction       (Commission         (IRS Employer
 of incorporation)                  File Number)         Identification No.)


           303 West Main Street, Marshalltown, Iowa        50158     
           -----------------------------------------      ------
          (Address of principal executive offices)       (Zip Code)


     Registrant's telephone number, including area code (515)754-6000  
                                                         ------------


         ----------------------------------------------------------- 
       (Former name or former address, if changed since last report.)


<PAGE>


Item 5.   Other Events
          -------------

          A press release announcing quarterly and year-end results was issued
          October 28, 1997.  A copy is attached as Exhibit 99. 


Item 7.   Financial Statements and Exhibits
          ---------------------------------

          (c) Exhibits

              99.  Press release dated October 28, 1997.    


Signature


<PAGE>

                                 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.


                                   MARSHALLTOWN FINANCIAL CORPORATION


October 28, 1997                   /s/ "William C. Gross"
- ----------------                   ----------------------
Date                               William C. Gross
                                   Executive Vice President and
                                   Chief Financial Officer



October 28, 1997                   /s/ "Judy L. Roberts"
- ----------------                   ----------------------
Date                               Vice President and Treasurer




                             [logo]
               MARSHALLTOWN FINANCIAL CORPORATION



For further information contact:
Kathy L. Baker (515)754-6000


               MARSHALLTOWN FINANCIAL CORPORATION
                   ANNOUNCES QUARTERLY RESULTS


For release October 28, 1997

     Marshalltown Financial Corporation (NASDAQ:MFCX) is the parent
company of Marshalltown Savings Bank, FSB, which operates three
offices in central Iowa.  As previously announced on July 1, 1997,
Marshalltown Financial Corporation entered into a definitive
agreement to merge with HMN Financial, Inc.(NASDAQ:HMNF).  Under
the agreement, all outstanding shares of Marshalltown Financial's
common stock will be purchased  by HMN Financial, Inc. for cash at
$17.51 per share.  The agreement is subject to regulatory and
shareholder approval, a process that is expected to be completed by
the end of the year.

     For the twelve-month period ended September 30, 1997,
Marshalltown Financial Corporation reported earnings of $847,055 or
$.57 per share, compared to earnings of $74,730, or $.05 per share,
for the twelve-month period ended September 30, 1996.  For the
three-month period ended September 30, 1997, earnings of $180,475
or $.12 per share were reported.  This compares to earnings of
$(245,915) or $(.17) per share for the same period in 1996.   

     For both the three- and twelve-month periods of 1997 compared
to the same periods in 1996, an increase in net interest income and
a significant decrease in operating expenses resulted in an
increase in net income.  In September, 1996, the FDIC assessed a
one-time special charge of $681,920 to the Bank in order to
recapitalize the SAIF Fund.  This assessment was charged to
earnings and reduced both quarterly and annual earnings by $448,020
after tax.  Noninterest income for the year included $75,000
received from BankSecurity as a result of a terminated merger
transaction, which was offset by a $25,000 loss on a limited
partnership for which we received $80,000 in income tax credits.

    Marshalltown Financial Corporation continues to maintain a
strong balance sheet with no nonperforming assets and capital
substantially in excess of regulatory requirements. 


<PAGE>
                    MARSHALLTOWN FINANCIAL CORPORATION
                        CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                        
                                            SEPTEMBER 30   SEPTEMBER 30    
                                                1997             1996
                                                                  
<S>                                       <C>             <C>
Cash                                       $  4,681,416    $  2,286,064
Investment securities held to maturity       10,087,377       9,484,506
Investment securities available for sale      2,419,896       2,314,172
Investment in limited partnerships              443,973         482,283
Mortgage-backed securities held to maturity  40,105,545      47,513,070
Loans receivable, net                        66,183,349      60,284,275
Accrued interest receivable                     713,098         747,918
Office properties and equipment, net            385,072         435,536
Deferred tax asset                                    0          57,741
Real estate acquired for investment             397,466         406,187
Other assets                                     74,223         171,340
                                           ------------    ------------
   TOTAL ASSETS                            $125,491,415    $124,183,092
                                           ============    ============

LIABILITIES
- -----------

Deposits                                   $103,709,881    $103,039,698
Advances from borrowers for taxes
   and insurance                                 12,342          22,870
Accrued interest payable                      1,031,293         886,528
Accounts payable and accrued expenses           191,318         847,015
Income taxes:
 Current                                         33,000          48,972
 Deferred                                       232,852               0
                                           ------------    ------------
   TOTAL LIABILITIES                       $105,210,686    $104,845,083
                                           ------------    ------------

STOCKHOLDERS' EQUITY
- --------------------

Common stock                               $     14,115    $     14,115
Additional paid-in capital                   10,599,090      10,599,090
Retained earnings, substantially restricted   9,749,169       8,902,114
Less deferred Recognition and Retention Plan   (113,722)       (189,694)
Unrealized gain on securities available
   for sale, net                                 32,077          12,384
                                           ------------    ------------

   TOTAL STOCKHOLDERS' EQUITY              $ 20,280,729    $ 19,338,009
                                           ------------    ------------

   TOTAL LIABILITIES AND STOCKHOLDERS' 
        EQUITY                             $125,491,415    $124,183,092
                                           ============    ============
</TABLE>

<PAGE>
<PAGE>
                    MARSHALLTOWN FINANCIAL CORPORATION
                   CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                  Three Months           Twelve Months
                              ended September 30,      ended September 30,
                                 1997       1996         1997       1996
                               --------   --------     --------   --------
<S>                         <C>        <C>          <C>        <C>
Interest income:
  Loans                      $1,277,087 $1,156,401   $4,897,620 $4,386,435
  Mortgage-backed securities    685,797    802,376    2,912,742  3,383,557
  Investment securities         198,313    186,934      807,310    699,907
  Other                          74,684     39,562      232,123    286,312
                             ---------- ----------   ---------- ----------

   TOTAL INTEREST INCOME     $2,235,881 $2,185,273   $8,849,795 $8,756,211

Interest expense:
  Deposits                   $1,389,100 $1,379,343   $5,484,065 $5,579,496
                             ---------- ----------   ---------- ----------

   NET INTEREST INCOME       $  846,781 $  805,930   $3,365,730 $3,176,715

Provision for losses on loans     2,500      2,500       10,000     10,000
                             ---------- ----------   ---------- ----------

   NET INTEREST INCOME AFTER 
    PROVISION FOR LOSSES 
    ON LOANS                 $  844,281 $  803,430   $3,355,730 $3,166,715
Noninterest income:
  Fees and service charges       15,713     15,856       57,423     62,661
  Other, net                     14,029     (1,766)     119,057     73,930
                             ---------- ----------   ---------- ----------
   TOTAL NONINTEREST INCOME  $   29,742 $   14,090   $  176,480 $  136,591

Noninterest expense:
  Compensation and benefits  $  338,480 $  314,447   $1,364,422 $1,314,115
  Occupancy and equipment        47,892     52,292      193,128    200,758
  SAIF deposit insurance 
    premiums                     16,747    742,613       90,827    921,326
  Data processing services       26,386     25,194      102,576    103,898
  Other                         175,618     97,605      602,431    631,267
                             ---------- ----------   ---------- ----------

   TOTAL NONINTEREST EXPENSE $  605,123 $1,232,151   $2,353,384 $3,171,364

   INCOME BEFORE INCOME TAXES$  268,900 $ (414,631)  $1,178,826 $  131,942
Income tax expense               88,425   (168,716)     331,771     57,212
                             ---------- ----------   ---------- ----------

   NET INCOME                $  180,475 $ (245,915)  $  847,055 $   74,730
                             ========== ==========   ========== ==========


Earnings per common share    $      .12 $    (.17)   $      .57 $      .05

</TABLE>


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