DAMEN FINANCIAL CORP
8-K, 1996-05-17
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549



 
                                    FORM 8-K



                                 CURRENT REPORT



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



                 Date of Report (Date of earliest event reported)
                                    May 9, 1996




                          DAMEN FINANCIAL CORPORATION
- -------------------------------------------------------------------------------
              (Exact name of Registrant as specified in its
Charter)



                                                        
         Delaware                  0-26574                 
36-4029638  
- -------------------------------------------------------------------------------
      (State or other        (Commission File No.)         (IRS
Employer
      jurisdiction of                                    
Identification
      incorporation)                                         
Number)




   200 West Higgins Road, Schaumburg, Illinois                
60195   
- -------------------------------------------------------------------------------
     (Address of principal executive offices)                (Zip
Code)



Registrant's telephone number, including area code:   (708)
882-5320            
                                                    
- ------------------


                                        N/A
- -------------------------------------------------------------------------------
        (Former name or former address, if changed since last
report)

<PAGE>

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

     On May 9, 1996, the Registrant issued the attached press
release
announcing the receipt of stockholder approval of its stock based
plans and its
intention to repurchase up to 4% of its outstanding shares to
fund its
Recognition and Retention Plan following the appropriate notice
to the Office
of Thrift Supervision.

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

          (a)   Exhibits

                99  Press release, dated May 9, 1996.

<PAGE>

                                    SIGNATURE

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

                                        DAMEN FINANCIAL
CORPORATION



Date:    May 16, 1996             By:  /s/ Gerald R. Gartner
       ----------------               
- ----------------------------------------
                                       Gerald R. Gartner,
Treasurer, Chief      
                                       Financial Officer
(Principal
                                       Financial and Accounting
Officer)

<PAGE>
<TABLE>
                                  Index to Exhibits

<CAPTION>

                                                               
Sequentially  
                                                               
Numbered Page 
                                                               
Where Attached
Exhibit                                                          
Exhibits    
Number                                                          
are Located 
- -------                                                        
- --------------

<C>                  <S>                                       
<C>
  99                 Press Release dated May 9, 1996              
    5

</TABLE>

<PAGE>


                         [DAMEN FINANCIAL LETTERHEAD]



For Immediate Release       For Information contact:  Mary Beth
Poronsky Stull
Date:  May 9, 1996                                    (847)
882-5320


                     DAMEN FINANCIAL CORPORATION ANNOUNCES
                    FILING OF NOTICE OF INTENT TO INITIATE
               STOCK REPURCHASE PROGRAM AND SHAREHOLDER APPROVAL
                       OF ITS RRP AND STOCK OPTION PLANS


     SCHAUMBURG, ILLINOIS, May 9, 1996 - Damen Financial
Corporation, the
holding company for Damen Federal Bank for Savings (the "Bank"),
announced that
the Company has provided notice to the Office of Thrift
Supervision (the "OTS")
of its intent to repurchase approximately 4% of the outstanding
shares of
common stock in the open market over a six-month period in order
to fund the
Company's Recognition and Retention Plan ("RRP").  Subject to
non-objection by
the OTS, the shares will be purchased at prevailing market prices
from time to
time depending upon market conditions.

     Mary Beth Poronsky Stull, Chairman, President and Chief
Executive Officer
of the Company, indicated that the Board of Directors believes
the repurchase
program is in the best interest of the Company and its
stockholders in view of
the current price level of the Company's common stock and the
strong capital
position of the Bank.  Ms. Poronsky Stull stated that, "We
believe that the
repurchase of our shares is an attractive investment opportunity
which will
benefit the Company and its stockholders."  Shareholders approved
the RRP and a
stock option plan at a special meeting held this morning. 
Subject to the
receipt of non-objection from the OTS, the repurchased shares
will become
treasury shares and will be used to fund share awards made
pursuant to the
Company's RRP.

     The Company was organized in 1995 to act as the holding
company of the
Bank.  The Bank, headquartered in Schaumburg, Illinois, primarily
serves the
communities in its market area through its offices located in
Schaumburg,
Chicago and Burbank, Illinois.

     At March 31, 1996, the Company had consolidated total assets
of $235.3
million and stockholders' equity of $56.9 million.  The Company's
stock is
traded on the NASDAQ National Market System under the symbol
"DFIN."


                                     -END-


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