FIRST MUTUAL BANCORP INC
10-Q, 1996-08-14
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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               SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549
                                
               ----------------------------------
                                
                           FORM 10-Q


(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
     SECURITIES EXCHANGE ACT OF 1934
     For the quarterly period ended June 30, 1996

                               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: 0-26184
                                
                                
                   FIRST MUTUAL BANCORP, INC.
                   --------------------------
     (Exact name of registrant as specified in its charter)
                                
                                
     Delaware                                  37-1339075
     --------                                  ----------
(State or other jurisdiction of            (I.R.S. Employer
incorporation or organization)           Identification Number)   
     

         135 East Main Street, Decatur, Illinois 62523
         ---------------------------------------------
            (Address of principle executive offices)


Registrant's telephone number, including area code: 
(217) 429-2306


 --------------------------------------------------------------
     Former name, former address and former fiscal year, if changed
                       since last report

                                
     Indicate by check [X] 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 [ ]
     Yes [X]   No [ ]

     Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date:  There were 4,700,000 shares of the Registrant's common
stock outstanding as of June 30, 1996.  Included were 338,400
unearned ESOP shares.
<PAGE>
<PAGE>
                    FIRST MUTUAL BANCORP, INC.

                              INDEX
<TABLE>
<CAPTION>
                                                            Page
<S>                                                         <C>
PART I.  FINANCIAL INFORMATION

     Item 1.  Financial Statements                            1
 
          Consolidated Statements of Financial Condition 
          as of June 30, 1996, and December 31, 1995          2

          Consolidated Statements of Income for the Three
          and Six Months Ended June 30, 1996  and 1995        3

          Consolidated Statements of Changes in 
          Stockholders' Equity for the Six Months Ended 
          June 30, 1996                                       4

          Consolidated Statements  of Cash Flows for the
          Six Months Ended June 30, 1996  and 1995            5

          Notes to Consolidated Financial Statements          7

     Item 2.  Management's Discussion and Analysis of 
              Financial Condition and Results of Operations   9

PART II.  OTHER  INFORMATION                                 13
</TABLE>
<PAGE>
<PAGE>
PART I.  FINANCIAL INFORMATION

     Item 1.  Financial Statements
PAGE
<PAGE>
                    FIRST MUTUAL BANCORP, INC.
          Consolidated Statements of Financial Condition
                              (Dollars in Thousands)
                           (Unaudited)
                              
<TABLE>
<CAPTION>
                                                      June 30,             December 31,
                                                        1996                   1995
                                                    ------------           -------------
<S>                                                 <C>                    <C>
ASSETS                                                
  Cash and cash equivalents                          $  2,481              $  3,005
  Interest-bearing deposits with financial
    institutions                                       11,457                13,735
  Securities held-to-maturity                              
   (Estimated fair value: June 30, 1996 $20,977)       20,997                    --
   (Estimated fair value: December 31, 1995 $20,075)       --                19,953
  Securities available for sale                         7,940                 9,038
  Loans held for sale                                   1,110                 1,447
  Loans receivable, net                               245,697               218,179
  Federal Home Loan Bank stock                          2,033                 1,920
  Accrued interest receivable                           2,173                 1,944
  Foreclosed real estate, net of allowance for losses      67                    51
  Premises and equipment                                3,305                 2,955
  Cash surrender value of life insurance                3,139                 3,070
  Other assets                                          1,291                   379
                                                     --------              --------
TOTAL ASSETS                                         $301,690              $275,676
                                                     --------              --------
                                                     --------              --------

LIABILITIES AND STOCKHOLDERS' EQUITY                            
    LIABILITIES:
  Deposits                                           $201,335              $192,468
  Advances from borrowers for taxes and insurance       1,354                 1,411
  Advances from Federal Home Loan Bank                 27,300                 4,100
  Accrued expenses and other liabilities                2,256                 6,169
                                                     --------              --------
TOTAL LIABILITIES                                     232,245               204,148
    STOCKHOLDERS' EQUITY:
  Common stock $.10 par value;                             
   8,000,000 shares authorized;
   issued 4,700,000 shares                                470                   470
  Additional paid in capital                           45,032                44,980
  Unearned ESOP shares                                 (3,384)               (3,572)
  Retained earnings, substantially restricted          30,340                29,604
  Treasury stock at cost - 235,000 shares              (2,988)                   --
  Unrealized gain (loss) on securities available
   for sale, net of tax                                   (25)                   46
                                                     --------              --------
TOTAL STOCKHOLDERS' EQUITY                             69,445                71,528
                                                     --------              --------
                                                     --------              --------
                                                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $301,690              $275,676
                                                     --------              --------
                                                     --------              --------

Number of Shares Outstanding, Net of Unearned
  ESOP Shares                                        4,126,600             4,342,800

Book Value Per Share                                   $16.83                $16.47
</TABLE>
PAGE
<PAGE>
                    FIRST MUTUAL BANCORP, INC.
                CONSOLIDATED STATEMENTS OF INCOME
                      (DOLLARS IN THOUSANDS)
                           (UNAUDITED)

<TABLE>
<CAPTION>
                                      Six Months Ended June 30,      Three Months Ended June 30,
                                      -------------------------      ---------------------------
                                        1996            1995            1996            1995
                                      ---------      ----------      ----------       ----------
<S>                                   <C>            <C>             <C>              <C>
Interest income          
  Loans receivable      
    First mortgage loans              $   8,198      $   7,552       $   4,145      $   3,849       
    Consumer and other loans                606            221             394            112       
    Commercial loans                        220             21             115             20       
  Investment securities                     878            614             428            316       
  Other interest-earning assets             391            206             195            153       
                                      ---------      ---------       ---------      ---------       
    Total interest income                10,293          8,614           5,277          4,450       
                                                                     
Interest expense                                                     
  Deposits                                4,685          4,496           2,348          2,369       
  Federal Home Loan Bank advances           380            234             261            123       
  Other                                      18             --              18             --
                                      ---------      ---------       ---------      ---------       
    Total interest expense                5,083          4,730           2,627          2,492       
                                      ---------      ---------       ---------      ---------       
Net interest income                       5,210          3,884           2,650          1,958       
                                                                     
Provision for loan losses                    50             --              25             --       
                                      ---------      ---------       ---------      ---------       
                                                                     
Net interest income after provision                                           
  for loan losses                         5,160          3,884           2,625          1,958       
                                                                     
Noninterest income                                                   
  Gain (loss) on sales of loans             116             31              47             26       
  Deposit service fee income                166            139              87             70       
  Loan servicing fees                        61             56              31             28       
  Investment sales commissions               63             36              36             16       
  Other                                     128            133              64             71       
                                      ---------      ---------       ---------      ---------       
    Total noninterest income                534            395             265            211       
                                                                     
Noninterest expense                                                  
  Compensation and benefits               1,853          1,464             965            735       
  Occupancy and equipment                   378            304             203            154       
  SAIF deposit insurance premium            225            231             113            116       
  Advertising and promotion                 219            120             143             67       
  Data processing                           198            180             110             91       
  Printing, postage, stationery,                                       
    and supplies                            131            104              73             42       
  Net expense on foreclosed                                          
    real estate operations                    3              6               2              3       
  Net (gain) loss on sale of                                         
    real estate owned including                                       
    provisions for losses                     -             13               -             10       
  Other                                     491            304             280            163       
                                      ---------       --------       ---------       --------       
    Total noninterest expense             3,500          2,726           1,889          1,381       
                                      ---------       --------       ---------       --------       
Income before income taxes                2,194          1,553           1,001            788       
                                                                     
Income taxes                                865            545             430            275       
                                      ---------       --------       ---------       --------       
Net income                                1,329          1,008             571            513       
                                      ---------       --------       ---------       --------       
                                      ---------       --------       ---------       --------       
                                                                     
Average Number of Shares Outstanding,                                          
       Net of Unearned ESOP Shares    4,315,530            N/A       4,287,949            N/A       
Earnings per Common Share                  0.31            N/A            0.14            N/A       
                                                                     
Dividends per Common Share                                           
  based on 4,700,000                                                 
  Gross Outstanding Shares                 0.14            N/A            0.07            N/A       
</TABLE>
PAGE
<PAGE>
                        FIRST MUTUAL BANCORP, INC.
        CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                          (DOLLARS IN THOUSANDS)
                               (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                           Unrealized  
                                                                   Retained               Gains (Losses)    
                                          Additional  Unearned     Earnings-              on Securities
                                 Common    Paid-in      ESOP     Substantially   Treasury   Available
                                  Stock    Capital     Shares     Restricted      Stock     For Sale       Total
- ----------------------------------------------------------------------------------------------------------------------
<S>                              <C>      <C>         <C>        <C>             <C>        <C>            <C>
Balance at December 31, 1992     $    --  $    --     $    --    $23,421         $    --    $    --        $23,421

Net income                            --       --          --      2,658              --         --          2,658

Balance at December 31, 1993          --       --          --     26,079              --         --         26,079

Net income                            --       --          --      1,732              --         --          1,732
                                 -------  -------     -------    -------         -------    -------        -------
                                                                                 
Balance at December 31, 1994          --       --          --     27,811              --         --         27,811
                                                                                 
                                                                                 
June 30, 1995 stock offering         470   44,930      (3,760)        --              --         --         41,640
                                                                                 
ESOP shares earned                                                               
     (7/1/95 - 12/31/95)              --       50         188         --              --         --            238
                                                        
Net income (1/1/95 - 12/31/95)        --       --          --      2,398              --         --          2,398
                                                        
Unrealized gain on securities                                         
 available for sale, net of tax       --       --          --         --              --         46             46
                                                        
Cash dividends declared               --       --          --       (605)             --         --           (605)
                                 -------  -------     -------    -------         -------    -------        -------
                                 -------  -------     -------    -------         -------    -------        -------
                                                                                 
Balance at December 31, 1995         470   44,980      (3,572)    29,604              --         46         71,528
                                                        
ESOP Shares Earned                                                               
(1/1/96 - 3/31/96)                    --       5229       188         --              --         --            240
Net Income                                              
(1/1/96 - 3/31/96)                    --       --          --      1,329              --         --          1,329

Common stock purchased                --       --          --         --          (2,988)        --         (2,988)
 
Unrealized gain (loss) on                                      
     Securities net of tax            --       --          --         --              --        (71)           (71)
                                                        
Cash dividends declared               --       --          --       (593)             --         --           (593)
                                 -------  -------     -------    -------         -------    -------        -------
Balance at June 30, 1996         $   470  $45,009     ($3,384)   $30,340         $(2,988)   $   (25)       $69,445
                                 -------  -------     -------    -------         -------    -------        -------
                                 -------  -------     -------    -------         -------    -------        -------
</TABLE>
PAGE
<PAGE>
                    FIRST MUTUAL BANCORP, INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (Dollars in Thousands)
                           (Unaudited)

<TABLE>
<CAPTION>
                                                                      Six Months Ended June 30,
                                                                       1996              1995
- ---------------------------------------------------------------------------------------------------
<S>                                                                  <C>             <C>
Cash flows from operating activities      
  Net income                                                         $ 1,329          $ 1,008
  Adjustments to reconcile net income to      
    net cash from operating activities      
    Depreciation and amortization                                        165              134
    Amortization of premiums and       
      discounts on mortgaged-backed      
      and investment securities, net                                      53               49
    ESOP Compensation                                                    240               --
    Origination of loans held for sale                                (7,927)          (5,245)
    Proceeds from sale of loans                                        8,380            3,988
    Change in net deferred loan      
      origination costs                                                  (84)             (17)
    Change in deferred income taxes                                       14               18
    Provision for loan losses                                             50               --
    Provision for losses on foreclosed real estate                        --                8
    Net (gain) loss on sales of loans                                   (116)             (31)
    Federal Home Loan Bank stock dividends                                --              (29)
    Net (gain) loss on sale of foreclosed      
      real estate                                                         --                5
    Change in      
      Accrued interest receivable                                       (229)             (98)
      Cash surrender value of      
        life insurance                                                   (69)             (71)
      Other assets                                                      (893)             143
      Accrued expenses and other      
        liabilities                                                   (4,200)             445
                                                                     -------          -------
      Net cash provided by      
        operating activities                                          (3,287)             307
              
Cash flows from investing activities      
  Net (increase) decrease in loans receivable                        (19,445)            (416)
  Proceeds from maturity of investment      
    securities - Held to Maturity                                     12,465           13,500
  Proceeds from maturity of investment securities    
    Available for Sale                                                 4,003               --
  Purchase of investment securities - Held to Maturity               (13,561)          (9,040)
  Purchase of investment securities - Available for Sale              (3,022)              --
  Investments in      
    Loans purchased                                                   (8,051)          (7,799)
    Federal Home Loan Bank stock                                        (113)              --
    Premises and equipment                                              (503)             (74)
    Foreclosed real estate                                                (5)             (16)

Cash flows from investing activities (Continued)      
  Net (increase) decrease in interest-bearing      
    deposits with financial institutions                               2,278          (27,826)
  Proceeds from sales of foreclosed       
    real estate                                                           --              147
                                                                     -------          -------
    Net cash provided by (used in)      
      investing activities                                           (25,954)         (31,524)
              
Cash flows from financing activities      
  Net increase (decrease) in deposits                                  8,867           (4,156)
  Net change in advances from      
    Federal Home Loan Bank                                            23,200          (19,600)
  Net increase (decrease) in advances from      
    borrowers for taxes and insurance                                    (57)              54
  Proceeds from stock offering                                            --           41,640
  Refunds due stock subscribers and accrued
    stock offering expenses                                               --           11,390
  Purchase of Treasury Stock                                          (2,988)              --
  Dividends Paid                                                        (305)              --
                                                                     -------          -------
    Net cash provided by (used in)      
      financing activities                                            28,717           29,328
                                                                     -------          -------
              
Net increase (decrease) in cash and      
  cash equivalents                                                      (524)          (1,889)
              
Cash and cash equivalents at beginning of period                       3,005            2,180
                                                                     -------          -------
Cash and cash equivalents at end of period                             2,481              291
                                                                     -------          -------
                                                                     -------          -------

Supplemental disclosures of cash flow      
    information      
    Cash paid for      
      Interest                                                         5,077            4,524
      Income taxes                                                       974              462
              
    Transfers from loans to real estate      
      acquired through foreclosure                                        49               94

    Real estate owned sales financed
      through loan origination                                            --               16
</TABLE>
<PAGE>
<PAGE>
           Notes to Consolidated Financial Statements
                          (Unaudited)

(1)  Basis of Presentation

The financial information of First Mutual Bancorp, Inc. (the
"Company") included herein is unaudited; however, such
information reflects all adjustments (consisting of normal
recurring adjustments) which are, in the opinion of management,
necessary for a fair statement of results for the interim
periods.

The financial information has been prepared in accordance with
generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Regulation
S-X.  Accordingly, they do not include all the information and
footnotes required by generally accepted accounting principles
for complete financial statements.

The results of the interim periods ended June 30, 1996 are not
necessarily indicative of the results expected for the year
ending December 31, 1996.

(2)  Conversion

On June 30, 1995, First Mutual Bank, S.B. (the "Bank") converted
from a state chartered mutual savings bank to a state charted
stock savings bank.  The Bank issued all of its common stock to
the Company and at the same time the Company issued 4,700,000
shares of common stock at $10.00 per share to the ESOP, certain
depositors of the Bank, and certain members of the general
public, all pursuant to a plan of conversion (the "Conversion").

The ESOP purchased 376,000 shares of common stock representing 8%
of the total issued shares.  The ESOP borrowed $3,760,000 from
the Company to purchase the stock using the stock as collateral
for the loan.  The loan is to be repaid principally from the
Bank's contributions to the ESOP over a period of up to 10 years.

(3)  Earnings Per Share of Common Stock

Primary and fully diluted earnings per share were computed by
dividing net income by 4,287,949, the weighted average number of
net shares of common stock outstanding during the quarter.  There
were no outstanding stock options during the quarter.

(4)  Accounting Changes

  In June 1993, the Federal Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standard (SFAS) No. 114, 
"Accounting by Creditors for Impairment of a Loan".  SFAS No. 114

<PAGE>           

states that impaired loans will be recorded at the present value
of future principal and interest expected to be collected using
the loan's contractual interest rate adjusted for deferred fees
and unamortized premium/discounts.  SFAS No. 114 is effective for
the Company in its fiscal year ended December 31, 1995.  This
accounting change did not have a material impact on the capital,
financial condition or net income of the Company or the Bank.
                                
Effective January 1, 1996, the Company will adopt Statement of
Financial Accounting Standards NO. 123 (SFAS 123), "Accounting
for Stock Based Compensation."  This statement encourages
companies to use a fair value method to account for stock based
compensation plans.  If such a method is not used, companies must
disclose the pro forma effect on net income and earnings per
share had this method been adopted.  Management does not believe
that this statement will have a material effect on the Company.
                                
In June, 1996, the Financial Accounting Standards Board released
Statement of Financial Accounting Standard No. 125, "Accounting
for Transfers and Extinguishments of Liabilities." SFAS No. 125
provides accounting, and reporting standards for transfers and
servicing of financial assets and extinguishments of liabilities. 
SFAS No. 125 applies to transfers and extinguishments occurring
after December 31, 1996 and early or retroactive application is
not permitted.  Management anticipates that the adoption of SFAS
No. 125 will not have a material impact on the financial
condition or operations of the Bank.
 
(5)  Use of Estimates in the Preparation of Financial Statements

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




<PAGE>


Item 2.   Management's Discussion and Analysis of Financial           
          Condition and Results of Operations

Financial Condition

Total assets increased $26.0 million, or 9.4%, to $301.7 million
at June 30, 1996 from $275.7 million at December 31, 1995.  

Loans receivable (excluding loans held for sale) increased $27.5
million, or 12.6%, to $245.7 million at June 30, 1996, from
$218.2 million at December 31, 1995, reflecting the continuing
deployment of capital raised in the conversion and the increase
in loan originations.  In addition to a $10.4 million, or 5.0%,
increase in real estate loans, consumer and other loans increased
$14.8 million, or 214.5%, to $21.7 million at June 30, 1996, from
$6.9 million at the end of the earlier period.  The increase in
consumer and other loans was primarily due to the origination of
$14.6 million in indirect dealer auto loans during 1996.

Deposits increased $8.8 million, or 4.6% from $192.5 million at
December 31, 1995, to $201.3 million at June 30, 1996.  This
increase was primarily due to offering new deposit products and
more competitive rates in order to attract additional depositors
to fund increases in loans receivable.

Advances from the Federal Home Loan Bank increased by $23.2
million from $4.1 million at December 31, 1995, to $27.3 million
at June 30, 1996.  This increase was primarily due to fund the
increase in loans receivable.

Accrued expenses and other liabilities decreased $3.9 million
from $6.2 million at December 31, 1995, to $2.3 million at June
30, 1996.  This decrease was primarily due to the decrease in
outstanding loan disbursement checks from the earlier period.

Non-performing assets were $1,033,000 as of June 30, 1996, and
$767,000 as of December 31, 1995.  The following table sets forth
the amounts and categories of non-performing assets.

<TABLE>
<CAPTION>
                            June 30, 1996      December 31, 1995
                            --------------      -----------------
<S>                         <C>                 <C>
Non-Performing Loans:
  One to four family         $  929                $705
  Consumer                       37                  11
                             ------                ----
  Total                         966                 716

Total Real Estate Owned          67                  51     
                             ------                ----
Total Non-performing assets  $1,033                $767
                             ------                ----
                             ------                ----

Total Non-performing assets
  to total assets              .34%                .28%     
<PAGE>
<PAGE>
Liquidity and Capital Resources
- -------------------------------

The Company's primary sources of funds are deposits, funds
received from the sale, amortization, and prepayment of loans,
advances from the Federal Home Loan Bank, and funds provided from
operations.  While scheduled loan repayments are a relatively
predictable source of funds, deposit flows and loan prepayments
are greatly influenced by general interest rates, economic
conditions and competition.  The Company also borrows funds from
the Federal Home Loan Bank based on need, comparative costs, and
availability at the time.  Assets of the Company qualifying for
regulatory liquidity totaled $42.4 million at June 30, 1996.

As of June 30, 1996, the Company had total equity capital of
$69.4 million.  All the minimum levels of regulatory capital
required by the Federal Reserve Board for the Company and the
Federal Deposit Insurance Corporation for the Bank were met.

Results of Operations
- ---------------------       

General.  Net income for the three months ended June 30, 1996,
was $571,000 compared to $513,000 for the same period in 1995. 
The increase was primarily due to the increase in net interest
income of $692,000 to $2,650,000 for the three months ended June
30, 1996, compared to $1,958,000 for the same period in 1995. 
This was partially offset by the increase in non-interest expense
of $508,000 to $1,889,000 for the three months ended June 30,
1996 compared to $1,381,000 for the earlier period.  The increase
in net interest income was primarily due to the increase in
interest earning assets as a result of the $41.6 million in net
proceeds received from the stock conversion, which closed June
30, 1995.  The increase in non-interest expense was primarily due
to the increase in compensation and benefits and other expenses.

Net income for the six months ended June 30, 1996, was $1,329,000
compared to $1,008,000 for the same period in 1995.  This
increase was also primarily attributable to the increase in net
interest income of $1,326,000 to $5,210,000 in 1996 from
$3,884,000 during the same period in 1995.  This increase was
partially offset by the $774,000 increase in non-interest expense
from the earlier period.  The increase in net interest income was
primarily due to the net proceeds received from the stock
conversion.  The increase in non-interest expense was primarily
due to the increase in compensation and benefits and other
expenses.

The Bank's deposit liabilities are insured by the SAIF fund of
the FDIC.  Separate bills approved by the United States Senate
provide for a one-time surcharge of approximately .80% to .90% on
SAIF-insured deposits to recapitalize the SAIF.  If such bills
become law, this one-time surcharge would amount to a charge to
Company earnings of approximately $1.6 million to $1.8 million 
<PAGE>
                                
based on the March 31, 1995 assessment base.

Interest Income.  Interest income for the three months ended June
30, 1996, increased $827,000, or 18.6%, and $1,679,000, or 19.5%
for the six months ended June 30, 1996, from the earlier periods. 
The increases were primarily due to the increase in average
earning assets of $38.3 million, or 15.6%, for the three months
and $41.5 million, or 17.6%, for the six months ended June 30, 
1996, as compared to the same periods in 1995, reflecting
primarily the investment of proceeds from the initial stock
offering and the increase in loan originations during 1996.  To a
lesser extent, the increase in interest income was also due to
the increased average yield on earning assets, which increased to
7.43% from 7.25% for the three month period and 7.41% from 7.29%
for the six month period.

Interest Expense.  Interest expense increased $135,000, or 5.4%,
for the three months ended June 30, 1996, and $353,000, or 7.5%,
for the six months ended June 30, 1996, as compared to the same
periods in 1995, primarily due to the increase in average
interest paying liabilities which increased $15.3 million, or
7.5%, for the three month period and $7.7 million, or 3.8% for
the six month period.
                                
Net Interest Income.  Net interest income increased $692,000, or
35.3%, for the three months ended June 30, 1996, and $1,326,000,
or 34.1%, for the six months ended June 30, 1996, as compared to
the same periods in 1995.  The increases were primarily due to
the increase in average earning assets of $38.3 million for the
three month period and $41.5 million for the six month period,
reflecting primarily the investment of proceeds from the initial
stock offering.  

Provisions for Loan Losses.  The Bank maintains an allowance for
loan losses based upon management's periodic evaluation of known
and inherent risks in the loan portfolio including commercial
real estate and commercial business loans, the Bank's past loss
experience, adverse situations that may affect borrowers' ability
to repay loans, estimated value of underlying loan collateral,
current and to a lesser extent, expected future economic
conditions.  During the three and six months ended June 30, 1996, 
$25,000 and $50,000 provision for loan losses were recorded
primarily as a result of the overall increase in the loan
portfolio, as well as changes in the loan portfolio mix,
especially the increase in commercial and consumer loans.  Bank
management did not make any provision to the allowance for loan
losses for the same period in 1995.  This lack of provision was
indicative of management's assessment of the adequacy of the
allowance, given the trends in historical loss experience of the
portfolio and the then current economic conditions.  The Bank's
ratio of allowance for loan losses to non-performing loans was
129.92% at June 30, 1996, compared to 163.69% at December 31,
1995.
<PAGE>

Non-Interest Income.  Non-interest income, consisting primarily
of service charges and fees on loans and deposit accounts, net
gain on sale of mortgage loans, investment sales commissions, and
loan servicing fees increased $54,000, or 25.6%, for the three
months ended June 30, 1996, as compared to the same period in
1995.  This was primarily due to the $21,000 increase in the net
gain on sale of mortgage loans, $20,000 increase in investment
sales commissions, and the $17,000 increase in deposit service
fee income.  Non-interest income increased $139,000, or 35.2%,
for the six months ended June 30, 1996, as compared to the
earlier period.  This was primarily due to the $85,000 increase
in net gain on sale of mortgage loans and to a lesser extent, the 
$27,000 increase in deposit service fee income.  A large part of
the increase in the net gain on sale of mortgage loans was due to
the implementation of FASB 122, which provides for the
capitalization of originated mortgage servicing rights. 
Approximately $32,000 of originated mortgage servicing rights was
capitalized during the three months ended June 30, 1996 and
approximately $73,000 was capitalized during the six months ended
June 30, 1996.

Non-Interest Expense.  Non interest expense, consisting primarily
of employee compensation and benefits, premises and equipment
expenses, federal deposit insurance premiums, data processing,
advertising and promotion, and other miscellaneous items
increased $508,000, or 36.8% for the three months ended June 30,
1996, as compared to the same period in 1995, primarily due to
the increase in compensation and benefits of $230,000 or 31.3%,
and to a lesser extent to the increase in other expenses of
$117,000, or 71.8%, from the earlier period.  The increase in
other expenses is primarily due to the additional expenses
incurred related to being a public company.  Non interest expense
increased $774,000, or 28.4%, for the six months ended June 30,
1996, as compared to the earlier period, primarily due to the
increase in compensation and benefits of $389,000, or 26.6%, and
to a lesser extent to the increase in other expenses of $187,000,
or 61.5%, from the earlier period.  A large part of the increase
in other expenses was due to the additional expenses incurred
related to being a public company.

Income Tax Expenses.  Income tax expenses increased $155,000, or
56.4%, for the three months ended June 30, 1996, and $320,000, or
58.7%, for the six months ended June 30, 1996, as compared to the
same periods in 1995 as a result of the increased earnings before
taxes and the result of an audit by the State of Illinois
Department of Revenue for years prior to 1995.
<PAGE>
<PAGE>
                   PART II.  OTHER INFORMATION


ITEM 1.   Legal Proceedings

          There are no material pending legal proceedings to
          which the Company or any of its subsidiaries is a party
          other than ordinary routine litigation incidental to
          their respective businesses.

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
<PAGE>
                           SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) 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.


                              FIRST MUTUAL BANCORP, INC.
                              (Registrant)



Date: 8/13/96            By:  (S) Philip Duffy
                              Philip Duffy
                              Senior Vice President



Date: 8/13/96            By:  (S) G. Lynn Brinkman
                              G. Lynn Brinkman
                              Vice President,
                              Secretary, Treasurer and
                              Chief Financial Officer

</TABLE>

<TABLE> <S> <C>

<ARTICLE>           9    
<MULTIPLIER>        1000
       
<S> <C>
<PERIOD-TYPE>                          6-MOS
<FISCAL-YEAR-END>                      DEC-31-1995
<PERIOD-END>                           JUN-30-1996
<CASH>                                 2481
<INT-BEARING-DEPOSITS>                 11457
<FED-FUNDS-SOLD>                       0
<TRADING-ASSETS>                       0
<INVESTMENTS-HELD-FOR-SALE>            7940
<INVESTMENTS-CARRYING>                 20997
<INVESTMENTS-MARKET>                   20977
<LOANS>                                246807
<ALLOWANCE>                            1255
<TOTAL-ASSETS>                         301690
<DEPOSITS>                             201335
<SHORT-TERM>                           15800
<LIABILITIES-OTHER>                    3610
<LONG-TERM>                            11500
<COMMON>                               470
                  0
                            0
<OTHER-SE>                             68975
<TOTAL-LIABILITIES-AND-EQUITY>         301690
<INTEREST-LOAN>                        4654
<INTEREST-INVEST>                      428
<INTEREST-OTHER>                       195
<INTEREST-TOTAL>                       5277
<INTEREST-DEPOSIT>                     2348
<INTEREST-EXPENSE>                     2627
<INTEREST-INCOME-NET>                  2650
<LOAN-LOSSES>                          25
<SECURITIES-GAINS>                     0
<EXPENSE-OTHER>                        1889
<INCOME-PRETAX>                        1001
<INCOME-PRE-EXTRAORDINARY>             571
<EXTRAORDINARY>                        0
<CHANGES>                              0
<NET-INCOME>                           571
<EPS-PRIMARY>                          0.14
<EPS-DILUTED>                          0.14
<YIELD-ACTUAL>                         3.73
<LOANS-NON>                            110
<LOANS-PAST>                           856
<LOANS-TROUBLED>                       0
<LOANS-PROBLEM>                        0
<ALLOWANCE-OPEN>                       1202
<CHARGE-OFFS>                          0
<RECOVERIES>                           28
<ALLOWANCE-CLOSE>                      1255
<ALLOWANCE-DOMESTIC>                   1255
<ALLOWANCE-FOREIGN>                    0
<ALLOWANCE-UNALLOCATED>                0
        

</TABLE>


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