HMN FINANCIAL INC
SC 13D, 1997-07-11
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. ___)


                               HMN FINANCIAL, INC.
                                (Name of Issuer)

                          Common Stock, $.01 par value
                         (Title of Class of Securities)


                                    40424G108
                                 (CUSIP Number)

                               Charles R. Haywood
                                 Foley & Lardner
                                  One IBM Plaza
                             330 North Wabash Avenue
                                   Suite 3300
                             Chicago, Illinois 60611
                                 (312) 755-1900
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                  July 2, 1997
             (Date of Event which Requires Filing of this Statement)


   If the filing person has previously filed a statement on Schedule 13G to
   report the acquisition which is the subject of this Schedule 13D, and is
   filing this schedule because of Rule 13d-1(b)(3) or (4), check the
   following box [ ].

   CUSIP No. 40424G108

   1    Name of Reporting Person
        S.S. or I.R.S. Identification Number of Above Person (optional)

             LaSalle Financial Partners, Limited Partnership

   2    Check The Appropriate Box If a Member of a Group            (a)[X]
                                                                    (b)[ ]

   3    SEC Use Only

   4    Source of Funds:  WC, OO

   5    Check Box if Disclosure of Legal Proceedings is Required
        Pursuant to Items 2(d) or 2(e)                              [X]

   6    Citizenship or Place of Organization
             Delaware

                  7    Sole Voting Power
                            0 shares
   Number of
   Shares         8    Shared Voting Power
   Beneficially             229,600 shares
   Owned By
   Each Reporting 9    Sole Dispositive Power
   Person With              0 shares

                  10   Shared Dispositive Power
                            229,600 shares

   11   Aggregate Amount Beneficially Owned by Each Reporting Person

             229,600 shares

   12   Check Box If The Aggregate Amount in Row (11) Excludes
        Certain Shares                                              [ ]

   13   Percent of Class Represented By Amount in Row (11)

             5.5%

   14   Type of Reporting Person

             PN

   <PAGE>

   CUSIP No. 40424G108

   1    Name of Reporting Person
        S.S. or I.R.S. Identification Number of Above Person (optional)

             Richard J. Nelson

   2    Check The Appropriate Box If a Member of a Group            (a)[X]
                                                                    (b)[ ]

   3    SEC Use Only

   4    Source of Funds:  Not Applicable

   5    Check Box if Disclosure of Legal Proceedings is Required
        Pursuant to Items 2(d) or 2(e)                              [X]

   6    Citizenship or Place of Organization
             United States

                  7    Sole Voting Power
                            0 shares
   Number of
   Shares         8    Shared Voting Power
   Beneficially             229,600 shares
   Owned By
   Each Reporting 9    Sole Dispositive Power
   Person With              0 shares

                  10   Shared Dispositive Power
                            229,600 shares

   11   Aggregate Amount Beneficially Owned by Each Reporting Person

             229,600 shares

   12   Check Box If The Aggregate Amount in Row (11) Excludes
        Certain Shares                                              [ ]

   13   Percent of Class Represented By Amount in Row (11)

             5.5%

   14   Type of Reporting Person

             IN

   <PAGE>

   CUSIP No. 40424G108

   1    Name of Reporting Person
        S.S. or I.R.S. Identification Number of Above Person (optional)

             Peter T. Kross

   2    Check The Appropriate Box If a Member of a Group            (a)[X]
                                                                    (b)[ ]

   3    SEC Use Only

   4    Source of Funds:  Not Applicable

   5    Check Box if Disclosure of Legal Proceedings is Required
        Pursuant to Items 2(d) or 2(e)                              [X]

   6    Citizenship or Place of Organization
             United States

                  7    Sole Voting Power
                            0 shares
   Number of
   Shares         8    Shared Voting Power
   Beneficially             229,600 shares
   Owned By
   Each Reporting 9    Sole Dispositive Power
   Person With              0 shares

                  10   Shared Dispositive Power
                            229,600 shares

   11   Aggregate Amount Beneficially Owned by Each Reporting Person

             229,600 shares

   12   Check Box If The Aggregate Amount in Row (11) Excludes
        Certain Shares                                              [ ]

   13   Percent of Class Represented By Amount in Row (11)

             5.5%

   14   Type of Reporting Person

             IN

   <PAGE>

   Item 1.   Security and Issuer

        This Schedule 13D is being filed jointly by LaSalle Financial
   Partners, Limited Partnership (formerly known as LaSalle/Kross Partners,
   Limited Partnership) (the "Partnership"), Richard J. Nelson and Peter T.
   Kross (the "Group") and relates to the common stock, $.01 par value (the
   "Common Stock"), of HMN Financial, Inc. (the "Issuer").  The address of
   the principal executive offices of the Issuer is 101 North Broadway,
   Spring Valley, Minnesota 55975.  The joint filing agreement of the members
   of the Group is filed herewith as Exhibit 1.

   Item 2.   Identity and Background

        (a)-(c)  The Partnership is a Delaware limited partnership.  The
   address of the Partnership's principal business and its principal office
   is 350 East Michigan, Suite 500, Kalamazoo, Michigan 49007.  The principal
   business of the Partnership is that of investing in equity-oriented
   securities issued by publicly traded companies, with emphasis on
   investments in banks, thrifts and savings banks.

        The general partners of the Partnership (the "General Partners") are
   LaSalle Capital Management, Inc., a Michigan corporation owned by Richard
   J. Nelson and his wife, Florence Nelson, and Talman Financial, Inc., a
   Michigan corporation owned by Peter T. Kross.  The executive officers and
   directors of LaSalle Capital Management, Inc., are Mr. Nelson, who serves
   as President and a director, and his wife Florence Nelson, who serves as
   Secretary, Treasurer and a director.  Mr. Nelson is self-employed as a
   banking consultant, and his business address is 350 East Michigan, Suite
   500, Kalamazoo, Michigan 49007.  Mrs. Nelson is a homemaker and is not
   otherwise employed.  Mr. Kross is the sole director and the sole executive
   officer of Talman Financial, Inc.  Mr. Kross is employed as a securities
   broker and is employed as a Senior Vice President of EVEREN Securities,
   Inc., a securities trading firm the address of which is 440 E. Congress,
   Third Floor, Detroit, Michigan 48226.   Mr. Kross's residence address is
   248 Grosse Pointe Boulevard, Grosse Pointe Farms, Michigan 48236.

        (d)-(e)  During the past five years, none of the Partnership, the
   General Partners, Mr. Nelson, Mrs. Nelson or Mr. Kross has been convicted
   in a criminal proceeding (excluding traffic violations).

        On December 9, 1996, Standard Financial, Inc. filed a civil lawsuit
   (case No. 96-C-8037) in the United States District Court for the Northern
   District of Illinois (the "Court") naming as defendants the Partnership,
   the General Partners, Mr. Kross and Mr. Nelson (collectively, the
   "defendants").  The lawsuit requested injunctive relief and claimed that
   the defendants had made a false and misleading Schedule 13D filing with
   respect to beneficial ownership of Standard Financial, Inc.'s common
   stock.  On February 11, 1997, the Court entered a Memorandum Opinion and
   Order granting in part and denying in part Standard Financial's request
   for injunctive relief.  On March 19, 1997, the Court modified that order. 
   The Court ordered, among other things, that (1) the Group amend its
   Schedule 13D with respect to Standard Financial to reflect the Group's
   "purpose to acquire control over and influence the policies of Standard by
   electing the Partnership's own nominees to Standard's board of directors";
   (2) "Defendants are temporarily enjoined from purchasing or selling any
   shares, in their individual capacities or on behalf of the Section 13(d)
   group, but not in a licensed or registered capacity, or otherwise seeking
   control of Standard until seven days after they have filed [an] amended
   Schedule 13D" in compliance with the Court's order; and (3) "Defendants
   are temporarily enjoined from violating Section 13(d) and ordered to amend
   Schedule 13D with regard to Standard from time to time as necessary to
   comply with federal law."  Thereafter, the defendants promptly complied
   with the Court's order and filed an amended Schedule 13D.

        (f)  Mr. Nelson, Mrs. Nelson and Mr. Kross are citizens of the United
   States.

   Item 3.   Source and Amount of Funds or Other Consideration

        The amount of funds expended to date by the Partnership to acquire
   its shares as reported herein is $5,049,225.  Such funds were provided in
   part from the Partnership's available capital and in part by loans from
   subsidiaries of The Bear Stearns Companies, Inc. ("Bear Stearns").  The
   Partnership has a margin account with Bear Stearns and has used the
   proceeds from loans made to it by Bear Stearns to purchase a portion of
   the shares of the Common Stock that it presently owns.  All of the
   marginable securities owned by the Partnership and held in its brokerage
   account at Bear Stearns are pledged as collateral for the repayment of
   margin loans made to the Partnership by Bear Stearns.  A copy of the
   Partnership's margin agreement with Bear Stearns is attached hereto as
   Exhibit 2 and incorporated herein by reference.

   Item 4.   Purpose of Transaction

        The Group's goal is to profit from appreciation in the market price
   of the Common Stock.  The Group expects to actively assert shareholder
   rights, in the manner described below, with the purpose to influence the
   policies of the Issuer.

        The Partnership's stated purpose is to emphasize investments in the
   stocks of selected thrifts, banks and savings banks which the General
   Partners believe to be undervalued or that they believe to represent
   "special situation" investment opportunities.  The Partnership has further
   described its purpose, in its private placement memorandum, as follows:

             Considering the current opportunity to purchase shares of
        selected thrifts and savings banks at substantial discounts to
        intrinsic value as determined by the General Partners, with
        significant appreciation potential available due to merger and
        acquisition activity in the banking industry, the Partnership
        currently intends to concentrate its investments in thrifts,
        banks and savings banks which, in the opinion of the General
        Partners, possess certain buyout characteristics.  Concentrated
        investments may be made in companies to allow the Partnership to
        influence or to effect control over management's decisions in
        order to achieve Partnership objectives.

   The Partnership believes that its acquisition of the Common Stock is in
   accordance with these stated purposes.

        The Group intends to work with the Issuer to attempt to influence the
   Board of Directors to consider all possible strategic alternatives
   available to the Issuer in order to increase the market price of the
   Common Stock.  One way of achieving this goal is to seek out another
   financial institution and attempt to implement a business combination. 
   The Group is interested in influencing the Issuer's Board of Directors to
   explore seriously, in consultation with independent financial advisors,
   this and other possible means of improving the market price of the Common
   Stock, to the extent such options may not have already been fully
   explored.  To the extent such influence may be deemed to constitute a
   "control purpose" with respect to the Securities Exchange Act of 1934, as
   amended, and the regulations thereunder, the Group has such a purpose.

        The above-stated purpose to control is unrelated to the Office of
   Thrift Supervision ("OTS") regulations.  Specifically, the Group is aware
   that regulations promulgated by the OTS contain separate standards with
   regard to acquisition of "control" of a federally chartered savings
   institution, such as the Issuer's subsidiary bank.  Those regulations
   require OTS approval for acquisition of control under certain conditions. 
   Some of the provisions are based in part on numerical criteria.  One of
   the provisions creates a rebuttable presumption of control where a person
   acquires more than 10 percent of the voting stock of a savings association
   and other conditions are met.  Another provision creates a rebuttable
   presumption of control where a person acquires proxies to elect one-third
   or more of the savings association's board of directors and other
   conditions are met.  The Group has no present plans to cross these
   numerical thresholds.

        The Group intends to continue to evaluate the Issuer and its business
   prospects and intends to consult with management of the Issuer, other
   shareholders of the Common Stock or other persons to further its
   objectives.  The Group may seek representation on the Issuer's Board of
   Directors.  The Group may make further purchases of shares of the Common
   Stock or may dispose of any or all of its shares of the Common Stock at
   any time.  At present, and except as disclosed herein, the Group has no
   specific plans or proposals that relate to, or could result in, any of the
   matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of
   Schedule 13D.  The Group intends to continue to explore the options
   available to it.  The Group may, at any time or from time to time, review
   or reconsider its position with respect to the Issuer and may formulate
   plans with respect to matters referred to in Item 4 of Schedule 13D.

   Item 5.   Interest in Securities of the Issuer

        (a)  By virtue of their separate ownership and control over the
   General Partners, Mr. Nelson and Mr. Kross are each deemed to own
   beneficially all of the 229,600 shares of the Common Stock that the
   Partnership owns, constituting approximately 5.5% of the issued and
   outstanding shares of the Common Stock, based on the number of outstanding
   shares reported on the Issuer's Quarterly Report on Form 10-Q for the
   period ended March 31, 1997.  None of Mr. Nelson, Mrs. Nelson, Mr. Kross
   or the General Partners beneficially owns any shares of the Common Stock
   personally or otherwise, except for the shares owned by the Partnership
   itself.

        (b)  With respect to the shares described in (a) above, all decisions
   regarding voting and disposition of the Partnership's 229,600 shares are
   made jointly by the chief executive officers of the General Partners (i.e,
   Messrs. Nelson and Kross).  As such, they share voting and investment
   power with respect to those shares.

        (c)  The following transactions are the only purchases of the Common
   Stock made by the Partnership in the past 60 days, all of which were made
   in open market purchases on the Nasdaq National Market System:

             Date      Number of Shares         Cost Per Share

             4/28/97   12,000                   $19 3/8
             4/30/97   7,000                    $19 3/8
             5/14/97   45,000                   $21 3/4
             5/19/97   20,000                   $22 1/8
             5/20/97   30,000                   $22 1/8
             6/3/97    1,000                    $21 1/4
             6/5/97    3,000                    $21 1/4
             6/5/97    5,000                    $21 1/2
             6/13/97   2,500                    $21 1/2
             6/20/97   2,000                    $22
             6/20/97   3,000                    $22
             6/27/97   10,600                   $23 3/4
             6/30/97   5,000                    $23
             6/30/97   5,000                    $23 1/4
             7/2/97    7,500                    $22
             7/2/97    17,000                   $22 1/8
             7/2/97    50,000                   $22 1/2
             7/3/97    2,000                    $22 3/8
             7/8/97    2,000                    $22 3/4

   Item 6.   Contracts, Arrangements, Understandings or Relationships With
   Respect to Securities of the Issuer.

        See Item 2 regarding disclosure of the arrangements among members of
   the Group, which disclosure is incorporated herein by reference.

   Item 7.   Material to be Filed as Exhibits

        No.       Description

        1         Joint Filing Agreement
        2         Professional Account Agreement, dated March 6, 1996,
                  between the Partnership and each of the subsidiaries of The
                  Bear Stearns Companies Inc.

   <PAGE>

                                   SIGNATURES

        After reasonable inquiry and to the best of my knowledge and belief,
   I certify that the information set forth in this statement is true,
   complete and correct.


   Date:     July 11, 1997


                       LaSALLE FINANCIAL PARTNERS, LIMITED PARTNERSHIP

                       By:  LaSALLE CAPITAL MANAGEMENT, INC.
                            a General Partner


                            By:  /s/ Richard J. Nelson
                                 Richard J. Nelson, President


                       /s/ Richard J. Nelson
                       Richard J. Nelson


                       /s/ Peter T. Kross
                       Peter T. Kross



                                                                    EXHIBIT 1

                             JOINT FILING AGREEMENT

        Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of
   1934, as amended, the undersigned hereby agree that the Schedule 13D to
   which this Joint Filing Agreement is being filed as an exhibit shall be a
   joint statement filed on behalf of each of the undersigned.


   Date:     July 11, 1997


                       LaSALLE FINANCIAL PARTNERS, LIMITED PARTNERSHIP

                       By:  LaSALLE CAPITAL MANAGEMENT, INC.
                            a General Partner

                            By:  /s/ Richard J. Nelson
                                 Richard J. Nelson, President


                       /s/ Richard J. Nelson
                       Richard J. Nelson


                       /s/ Peter T. Kross
                       Peter T. Kross

                                                           EXHIBIT 2

   Professional                                                  Bear Stearns
   Account Agreement                          The Bear Stearns Companies Inc.
                                                              245 Park Avenue
                                                           New York, NY 10167
                                                               (212) 272-2000


    Title:  LaSalle/Kross Partnership         Account No.:  102-04824-26
            Limited Part.

   This agreement ("Agreement") sets forth the terms and conditions under
   which subsidiaries of The Bear Stearns Companies Inc. will open and
   maintain account(s) in your name and otherwise transact business with you.

        1.   Parties.  You hereby agree that the parties to this Agreement
   shall consist of you, each and every subsidiary of The Bear Stearns
   Companies listed on the signature page hereof and any other subsidiary of
   The Bear Stearns Companies Inc., whether now existing or hereafter
   created, at which you open an account or accounts or with which you
   otherwise transact business (which shall automatically become a party
   hereto by virtue thereof) (each of which subsidiaries, listed or presently
   unlisted herein, being referred to hereinafter as a "Bear Stearns entity"
   and all such entities being collectively referred to as "Bear Stearns").

        2.   Applicable Law and Regulations.  All transactions shall be
   subject to all applicable law and the rules and regulations of all
   federal, state and self-regulatory agencies, including, but not limited
   to, the Board of Governors of the Federal Reserve System and the
   constitution, rules and customs of the exchange or market (and clearing
   house) where executed.

        3.   Security Interest and Lien.  As security for the payment and
   performance of all of your obligations and liabilities to any Bear Stearns
   entity, each Bear Stearns entity shall have a continuing security interest
   in all property in which you have an interest held by or through any Bear
   Stearns entity, including, but not limited to, securities, commodity
   futures contracts, commercial paper, monies, any after-acquired property
   and all rights you may have against any Bear Stearns entity.  In addition,
   in order to satisfy any such outstanding liabilities or obligations, Bear
   Stearns may, at any time and without prior notice to you, use, apply or
   transfer any of such securities or property interchangeably (including
   cash and fully-paid securities).

        4.   Deposits on Transactions.  Whenever Bear Stearns, in its sole
   discretion, considers it necessary for its protection, it may require you,
   and you hereby agree, to deposit cash or collateral immediately in your
   account(s) prior to any applicable settlement date in order to assure due
   performance of your open contractual commitments.

        5.   Breach, Bankruptcy or Default.  Any breach of or default under
   this Agreement or any other agreement you may have with any Bear Stearns
   entity, or the filing of a petition or other proceeding in bankruptcy or
   insolvency or for the appointment of a receiver by or against you, the
   levy of an attachment against your accounts with Bear Stearns, or your
   death, mental incompetence or dissolution, or any other grounds for
   insecurity (including any indication of your refusal or inability to
   promptly meet a margin call or other deposit requirement hereunder) as
   determined by Bear Stearns in its sole discretion, shall constitute, at
   Bear Stearns' election, a default by you under all agreements you may then
   have with Bear Stearns, whether heretofore or hereafter entered into.  In
   the event of default, each Bear Stearns entity reserves the right to sell,
   without prior notice to you, any and all property in which you have an
   interest held by or through any Bear Stearns entity, to buy any or all
   property which may have been sold short, to accelerate, cancel, liquidate,
   close out and net the settlement payments and/or delivery obligations of
   any or all outstanding transactions (including contracts and options for
   foreign currency or any other commodity) and/or to purchase or sell any
   other securities or property to offset market risk, after which you shall
   be liable to Bear Stearns for any remaining deficiency, loss, costs or
   expenses sustained by Bear Stearns in connection therewith.  Such
   purchases and/or sales may be effected publicly or privately without
   notice or advertisement in such manner, in such order and at such time as
   Bear Stearns may in its sole discretion determine.  At any such sale or
   purchase, Bear Stearns may purchase or sell the property free of any right
   of redemption.  In addition, Bear Stearns shall have the right to set off,
   net, recoup or otherwise apply any amount owing from any Bear Stearns
   entity to you against any indebtedness in any of your accounts, whether
   matured or unmatured.

        6.   Fees and Charges.  You understand that Bear Stearns may charge
   commissions and other fees for execution, custody or any other service
   furnished to you, and you agree to pay such commissions and fees at Bear
   Stearns' then-prevailing rates.  You understand further that such fees may
   be changed from time to time, upon thirty days' prior written notice to
   you, and you agree to be bound thereby.

        7.   Transaction Reports and Account Statements.  Reports of the
   execution of orders and statements of account shall be conclusive if not
   objected to in writing within five days in the case of reports of
   execution and ten days in the case of account statements, after such
   documents have been transmitted to you by mail or otherwise.

        8.   Debit Balances/Truth-In-Lending.  You hereby acknowledge receipt
   of Bear Stearns' Truth-in-Lending disclosure statement.  You understand
   that interest will be charged on any debit balances in your accounts in
   accordance with the methods described in such statement or in any
   amendment thereof or revision thereto which may be provided to you.  Any
   debit balance which is not paid at the close of an interest period will be
   added to the opening balance for the next interest period.

        9.   Clearance Accounts.  If any of your account(s) is carried by any
   Bear Stearns entity as clearing agent for your broker, unless such Bear
   Stearns entity receives from you prior written notice to the contrary, it
   may accept from such other broker, without any inquiry or investigation: 
   (a) orders for the purchase or sale of securities and other property in
   your account(s) on margin or otherwise and (b) any other instructions
   concerning your account(s) or the property therein.  You understand and
   agree that Bear Stearns shall have no responsibility or liability to you
   for any acts or omissions of such broker, its officers, employees or
   agents.  You agree that your broker and its employees are third-party
   beneficiaries of this Agreement and that the terms and conditions hereof,
   including the arbitration provision, shall be applicable to all matters
   between or among any of you, your broker and its employees and Bear
   Stearns and its employees.

        10.  Costs of Collection.  You hereby authorize Bear Stearns to
   charge you for any reasonable direct or indirect costs of collection,
   including, but not limited to, attorneys' fees, court costs and other
   expenses.

        11.  Impartial Lottery Allocation.  You agree that, in the event Bear
   Stearns holds on your behalf bonds or preferred stocks in street name or
   bearer form which are callable in part, you will participate in the
   impartial lottery allocation system of the called securities in accordance
   with the rules of the New York Stock Exchange, Inc. or any other
   appropriate self-regulatory organization.  When any such call is
   favorable, no allocation will be made to any account with respect to which
   Bear Stearns has actual knowledge that its officers, directors or
   employees have any financial interest until all other customers are
   satisfied on an impartial lottery basis.

        12.  Waiver, Assignment and Notices.  Neither Bear Stearns' failure
   to insist at any time upon strict compliance with this Agreement or with
   any of the terms hereof nor any continued course of such conduct on its
   part shall constitute or be considered a waiver by Bear Stearns of any or
   its rights or privileges hereunder.  Any assignment of any of your rights
   or obligations hereunder or interest in any property held by or through
   Bear Stearns without obtaining the prior written consent of any authorized
   representative of Bear Stearns shall be null and void.  Bear Stearns
   reserves the right to assign any of its rights or obligations hereunder to
   any Bear Stearns entity without prior notice to you.  Notices or other
   communications will be delivered or mailed to the address provided by you
   unless and until Bear Stearns has received notice in writing from you of a
   different address.  Margin calls may be communicated orally and need not
   be confirmed in writing.

        13.  Free Credit Balances.  You hereby authorize Bear Stearns to use
   any free credit balance awaiting investment or reinvestment in any of your
   accounts in accordance with all applicable rules and regulations and to
   any interest thereon at such rate or rates and under such conditions as
   are established from time to time by Bear Stearns for such accounts and
   for the amounts of cash so used.

        14.  Restrictions on Accounts.  You understand that Bear Stearns in
   its sole discretion, may restrict or prohibit trading of securities or
   other property in any of your accounts.

        15.  Credit Information and Investigation.  You authorize Bear
   Stearns and, if applicable, your broker, in its or their discretion, to
   make and obtain reports concerning your credit standing and business
   conduct.  You may make a written request within a reasonable period of
   time for a description of the nature and scope of the reports made or
   obtained by Bear Stearns.

        16.  Short and Long Sales.  In placing any sell order for a short
   account, you will designate the order as such and hereby authorize Bear
   Stearns to mark the order as being "short."  In placing any sell order for
   a long account, you will designate the order as such and hereby authorize
   Bear Stearns to mark the order as being "long."  The designation of a sell
   order as being for a long account shall constitute a representation that
   you own the security with respect to which the order has been placed, that
   such security may be sold without restriction in the open market and that,
   if Bear Stearns does not have the security in its possession at the time
   you place the order, you shall deliver the security by settlement date in
   good deliverable form or pay to Bear Stearns any losses or expenses
   incurred by it as a result of your failure to make delivery on a timely
   basis.

        17.  Margin and Other Collateral Requirements.  You hereby agree to
   deposit and maintain such margin in any of your margin accounts as Bear
   Stearns may in its sole discretion require, and you agree to pay forthwith
   on demand any debit balance owing with respect to any of your margin
   accounts.  In addition, you further agree to promptly deposit and maintain
   such other collateral with Bear Stearns as is required by any other
   agreement or open transaction you may have with it.  Upon your failure to
   make any such payment, or at any time Bear Stearns in its sole discretion
   deems it necessary for its protection, whether with or without prior
   demand, call or notice, Bear Stearns shall be entitled to exercise all
   rights and remedies provided in paragraph 3, 5 and 29 hereof.  No demands,
   calls, tenders or notices that Bear Stearns may have made or given in the
   past in any one or more instances shall invalidate your waiver of any
   requirement that Bear Stearns make or give the same in the future.  Unless
   you expressly advise Bear Stearns to the contrary, you hereby represent
   that you are not an "affiliate" (as defined in Rule 14c(a)(1) under the
   Securities Act of 1933) of the issuer of any security held in any of your
   accounts.

        18.  Consent to Loan or Pledge of Securities.  Within the limits of
   applicable law and regulations, you hereby authorize Bear Stearns to lend
   either to itself or to others any securities held by it in any of your
   margin accounts, together with all attendant rights of ownership, and to
   use all such property as collateral for its general loans.  Any such
   property, together with all attendant rights of ownership, may be pledged,
   repledged, hypothecated or rehypothecated either separately or in common
   with other such property for any amounts due to Bear Stearns thereon or
   for a greater sum, and Bear Stearns shall have no obligation to retain a
   like amount of similar property in its possession and control.

        19.  Give-ups:  Free Deliveries in the event:  (i) your orders are
   not executed by Bear Stearns and you give-up Bear Stearns' name for
   clearance and settlement, or (ii) you require Bear Stearns to make a free
   delivery of cash or securities in connection with the settlement of such
   orders, the following terms and conditions shall apply:

        (i)  You agree that you will only execute bona-fide orders and if
        required for settlement, you will request a free delivery of cash or
        securities only when you have reasonable grounds to believe that the
        contra-party and the broker who executed your order have the
        financial capability to complete any contemplated transaction;

        (ii)  Bear Stearns reserves the right at any time to place a limit
        (of either dollars or number of securities) on the size of
        transactions that Bear Stearns will accept for clearance.  If after
        you have received notice of such limitation you execute an order in
        excess of the limit established by Bear Stearns, Bear Stearns shall
        have the right, exercisable in its sole discretion, to decline to
        accept the transaction for clearance and settlement.  In the event
        any claim is asserted against Bear Stearns by the broker who executed
        your order because of such action by Bear Stearns, you agree to
        indemnify and hold Bear Stearns harmless from any loss, liability,
        damage, cost or expense (including, but not limited to fees and
        expenses of legal counsel) arising directly or indirectly therefrom;
        and

        (iii)  Bear Stearns will on a best efforts basis attempt to clear
        such transactions within a reasonable period and utilize the same
        procedures it utilizes when clearing transactions on behalf of other
        customers.  If either you or the broker who executed your order fails
        for any reason to settle the transaction and/or return any free
        delivery within a reasonable period of time, as determined by Bear
        Stearns, you will be solely liable to Bear Stearns for any and all
        loss, including expenses, caused thereby.  Bear Stearns shall have no
        liability whatsoever to you in any such circumstance.

        20.  Prime Brokerage Services.

        (a)  Prior to the commencement of any prime brokerage activity, Bear
             Stearns will enter into an agreement with your executing
             broker(s) that will set forth the terms and conditions under
             which your executing broker(s) will be authorized to accept
             orders from you for settlement by Bear Stearns (the "Prime
             Brokerage Agreement").  Bear Stearns will accept for clearance
             and settlement trades executed on your behalf by such executing
             broker(s) as you may designate from time to time.  On the day
             following each transaction, Bear Stearns will send you a
             notification of each trade placed with your executing broker
             based upon the information provided by you.  This notification
             contains some but not all of the information required to appear
             in a confirmation.

        (b)  Bear Stearns shall be responsible for settling trades executed
             on your behalf by your executing broker(s) and reported to Bear
             Stearns by you and your executing broker(s) provided that you
             have reported to Bear Stearns on trade date, by the time
             designated to you by Bear Stearns, all the details of such
             trades including, but not limited to, the contract amount, the
             security involved, the number of shares or the number of units
             and whether the transaction was a long or short sale of a
             purchase, and further provided that Bear Stearns has either
             affirmed or not DK'd and has not subsequently disaffirmed such
             trades.  In the event that Bear Stearns determines not to settle
             a trade, Bear Stearns shall not have settlement responsibility
             for such trade and shall, instead, send you a cancellation
             notification to offset that notification sent to you under sub-
             paragraph a of this paragraph.  You shall be solely responsible
             and liable to your executing broker(s) for settling such trade. 
             In addition Bear Stearns may be required to cease providing
             prime brokerage services to you in accordance with the Prime
             Brokerage Agreement.

        (c)  In the event of (i) the filing of a petition or other proceeding
             in bankruptcy, insolvency or for the appointment of a receiver
             by or against your executing broker, (ii) the termination of
             your executing broker's registration and the cessation of
             business by it as a broker-dealer, or (iii) your executing
             broker's failure inability or refusal, for any reason whatsoever
             or for no reason at all, to settle a trade, if Bear Stearns
             agrees to settle any trades executed on your behalf by such
             executing broker, regardless whether Bear Stearns either
             affirmed or did not DK and did not disaffirm such trades, you
             shall be solely responsible, and liable to Bear Stearns, for any
             losses arising out of or incurred in connection with Bear
             Stearns' agreement to settle such trades.

        (d)  You shall maintain in your account with Bear Stearns such
             minimum net equity in cash or securities as Bear Stearns, in its
             sole discretion may require, from time to time [the "Bear
             Stearns Net Equity Requirements"], which shall in no event be
             less than the minimum net equity required by the SEC Letter (the
             "SEC Net Equity Requirements").

             In the event your account falls below the SEC Net Equity
             Requirements, you hereby authorize Bear Stearns to notify
             promptly all executing brokers with whom it has a Prime
             Brokerage Agreement on your behalf of such event.  Moreover, if
             you fail to restore your account to compliance with the SEC Net
             Equity Requirements within the time specified in the SEC Letter,
             Bear Stearns shall:  (i) notify all such executing brokers that
             Bear Stearns is no longer acting as your prime broker and (ii)
             either not affirm or indicate that it does not know ("DK") all
             prime brokerage transactions on your behalf with trade date
             after the business day on which such notification was sent.

             In the event either:  (i) your account falls below the Bear
             Stearns Net Equity Requirements, (ii) Bear Stearns determines
             that there would not be enough cash in your account to settle
             such transactions or that a maintenance margin call may be
             required as a result of settling such transactions, or (iii)
             Bear Stearns determines that the continuation of prime brokerage
             services to you presents an unacceptable risk to Bear Stearns
             taking into consideration all the facts and circumstances Bear
             Stearns may disaffirm all your prime brokerage transactions
             and/or cease to act as your prime broker.

        (e)  If you have instructed your executing broker(s) to send
             confirmations to your in care of Bear Stearns, as your prime
             broker, the confirmation sent by such executing broker is
             available to you promptly from Bear Stearns, at no additional
             charge.

        (f)  If your account is managed on a discretionary basis, you hereby
             acknowledge that your prime brokerage transactions may be
             aggregated with those of other accounts of your advisor,
             according to your advisor's instructions, for execution by your
             executing broker(s) in a single bulk trade and for settlement in
             bulk by Bear Stearns.  You hereby authorize Bear Stearns to
             disclose your name, address and tax I.D. number to your
             executing broker(s).  In the event any trade is disaffirmed, as
             soon as practicable thereafter, Bear Stearns shall supply your
             executing broker(s) with the allocation of the bulk trade, based
             upon information provided by your advisor.

        (g)  The prime brokerage services hereunder shall be provided in a
             manner not inconsistent with the no-action letter dated January
             29, 1994 issued by the Division of Market Regulation of the
             Securities and Exchange Commission (the "SEC Letter"), and any
             supplements or amendments thereto.

        21.  Legally Binding.  You and Bear Stearns hereby agree that this
   Agreement shall extend to and be binding upon all of the parties hereto
   (whether now existing or hereafter added) and their respective successors
   and assigns.  If you are a natural person, this Agreement shall extend to
   and be binding upon your estate, heirs, executors, administrators and
   personal representatives.  You further agree that all purchases and sales
   shall be for your account(s) in accordance with your oral or written
   instructions.  You hereby waive any and all defenses that any such
   instruction was not in writing as may be required by the Statue of Frauds
   of any similar law, rule or regulation.

        22.  Amendment.  You agree that Bear Stearns may modify the terms of
   this Agreement at any time upon prior written notice to you.  By
   continuing to accept services from Bear Stearns, you will have indicated
   your acceptance of any such modification.  If you do not accept any such
   modification, you must notify Bear Stearns thereof in writing and your
   account may then be terminated, but you will still be liable thereafter to
   Bear Stearns for all remaining liability and obligations.  Otherwise, this
   Agreement may not be waived or modified absent a written instrument signed
   by an authorized representative of Bear Stearns.

        23.  New York Law to Govern.  This Agreement shall be deemed to have
   been made in the State of New York and shall be construed, and the rights
   and liabilities of the parties determined in accordance with the laws of
   the State of New York without giving effect to the conflicts of law
   principals thereof.

        24.  Arbitration.  You agree and, by maintaining accounts for you,
   Bear Stearns agrees that controversies arising between you and any Bear
   Stearns entity or any broker for which Bear Stearns acts as clearing
   agent, whether arising prior to, on or subsequent to the date hereof,
   shall be determined by arbitration.  Any arbitration under this Agreement
   shall be held at the facilities and before an arbitration panel appointed
   by the New York Stock Exchange, Inc.  The American Stock Exchange, Inc.,
   or the National Association of Securities Dealers, Inc. (and only before
   such exchanges or association).  You may elect one of the foregoing forums
   for arbitration, but if you fail to make such election by registered mail
   or telegram addressed to Bear Stearns Securities Corp. 245 Park Avenue,
   New York, New York 10167, Attention:  Chief Legal Officer (or any other
   address of which you are advised in writing), before the expiration of ten
   days after receipt of a written request from Bear Stearns to make such
   election, then Bear Stearns may make such election.  For any arbitration
   solely between you and a broker for which  Bear Stearns acts as clearing
   agent, such election shall be made by registered mail to such broker at
   its principal place of business.  Judgment upon the award of the
   arbitrators may be entered in any state or federal court having
   jurisdiction thereover.  With respect to the resolution of any such
   controversy, you and Bear Stearns further acknowledge that:

   -    arbitration is final and binding on the parties.

   -    the parties are waiving their right to seek remedies in court,
        including the right to jury trial.

   -    pre-arbitration discovery is generally more limited than and
        different from court proceedings.

   -    the arbitrators' award is not required to include factual findings or
        legal reasoning and any party's right to appear or to seek
        modification of rulings by the arbitrators is strictly limited.

   -    the panel of arbitrators will typically include a minority of
        arbitrators who were or are affiliated with the securities industry.

   -    no person shall bring a putative or certified class action to
        arbitration, nor seek to enforce any pre-dispute arbitration
        agreement against any person who has initiated in court a putative
        class action, who is a member of a putative class who has not opted
        out of the class with respect to any claims encompassed by the
        putative class action unit: (i) the class certification is denied;
        (ii) the class is decertified; or (iii) the customer is excluded from
        the class by the court.  Such forbearance to enforce an agreement to
        arbitrate shall not constitute a waiver of any rights under this
        Agreement except to the extent stated herein.

        25.  Severability.  If any provision hereof is or should become
   inconsistent with any present or future law, rule or regulation of any
   sovereign government or regulatory body having jurisdiction over the
   subject matter of this Agreement, such provisions shall be deemed to be
   rescinded or modified in accordance with any such law, rule or regulation. 
   In all other respects, this Agreement shall continue to remain in full
   force and effect.

        26.  Extraordinary Events.  Bear Stearns shall not be liable for
   losses in any of your accounts which are caused directly or indirectly by
   government restrictions, exchange or market rulings, suspension of
   trading, war, strikes or any other condition beyond its control.

        27.  Headings.  The headings of the provisions hereof are for
   descriptive purposes only and shall not modify or qualify any of the
   rights or obligations set forth in such provisions.

        28.  Telephone Conversations.  For the protection of both you and
   Bear Stearns, and as a way of correcting misunderstandings, you hereby
   authorize Bear Stearns, at its discretion and without prior notice to you,
   to monitor and/or record any or all telephone conversations between you
   and any of Bear Stearns' employees or agents.

        29.  Additional Rights and Remedies.  The rights and remedies granted
   herein to Bear Stearns are in addition to, and supersede any limitations
   on, any other rights and remedies provided to Bear Stearns in any other
   agreement you may have with it, and you hereby appoint Bear Stearns as
   your agent to take any action necessary to perfect the security interest
   granted to it in paragraph 3 hereof.  In the event of a breach or default
   under this Agreement or any other agreement you may have with any Bear
   Stearns entity, each Bear Stearns entity shall have all rights and
   remedies available to a secured creditor under any applicable law in
   addition to the rights and remedies provided herein.

        30.  Authority; Capacity.  By signing this Agreement, you represent
   that you are of legal age and that, unless you have notified Bear Stearns
   to the contrary, neither you nor any member of your immediate family is an
   employee of any exchange or member thereof, the National Association of
   Securities Dealers, Inc. or a member thereof, or of any corporation, firm
   or individual engaged in the business of dealing as broker or principal,
   in securities, options or futures or of any bank, trust company or
   insurance company.  If you are signing on behalf of an institution, you
   represent that the institution on whose behalf you are acting is
   authorized to enter into this Agreement and that you are duly authorized
   to sign this Agreement in its name.

   By signing this Agreement you acknowledge that:

   1.   The securities in your margin account(s) and any securities for which
   you have not fully paid, together with all attendant ownership rights, may
   be loaned to the Clearing Broker or loaned out to others and;

   2.   You have received a copy of this Agreement.

   A pre-dispute arbitration clause is contained in paragraph 24 hereof.

   INDIVIDUAL CLIENT (please complete):

                                                       
   Typed or printed name

                                                       
   Signature


   Date:                                               

                                                       
   Typed or printed name

                                                       
   Signature


   Date:                                               


   INSTITUTIONAL CLIENT (please complete):


   LaSalle/Kross Partners, L.P.
   Name of Institution


   350 E. Michigan Avenue, Suite 500
   Street Address


   Kalamazoo, MI 49007
   City, State, Zip

   Richard J. Nelson
   Name of Authorized Officer


   General Partner
   Title of Authorized Officer


   /s/ Richard J. Nelson
   Signature of Authorized Officer


   Date: March 6, 1996


   EACH OF THE FOLLOWING SUBSIDIARIES OF THE BEAR STEARNS COMPANIES INC.: 
   Bear Stearns & Co. Inc., Bear Stearns Securities Corp., Bear Stearns
   International Limited, Bear Stearns Capital Markets Inc., Bear Stearns
   Capital Markets Inc. II, Bear Stearns Mortgage Capital Corporation, Bear
   Stearns N.Y., Inc., Bear Stearns Global Asset Trading, Ltd., Bear Stearns
   Global Asset Holdings, Ltd., Bear Stearns Forex Inc., Bear Stearns U.K.
   Limited, Bear Stearns International Trading Limited, Bear Stearns (Japan),
   Ltd., Bear Stearns Asia Limited and Bear Stearns Hong Kong Limited, and
   any other subsidiary of the Bear Stearns Companies Inc. later added as a
   party hereto pursuant to paragraph 1 hereof.


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