Mail-Stop 4561
							January 10, 2006

Via facsimile and U.S. Mail
Mr. Stephen M. Oksas
President and Chief Executive Officer
Mutual Federal Bancorp, Inc.
2212 West Cermak Road
Chicago, Illinois 60608

Re:   Mutual Federal Bancorp, Inc.
                     Amendment Number 1 to Form SB-2
	         File No. 333-129835
                     Filed January 3, 2006

Dear Mr. Oksas:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

How We Determined to Offer ..., page 6
1. With regard to the last set of bullets on page 8 (for fully
converted ratios of Mutual Bancorp), we note that you indicate 10%
of
shares outstanding after the offering will be "allocated" to the
stock option plan. Revise to instead state that 10% of the shares
outstanding after the offering will be used to fund the stock
option
plan and such shares will come from the 70% to be owned by the
Mutual
Federal Bancorp.
2. The 10% for the stock option plan appears to be inconsistent
with
the disclosures on page 13 wherein it indicates 4.9% of total
shares
and 16.3% of shares excluding those held by Mutual Federal.
Assuming
the 4.9% represents plans initiated before 1 year, advise us if
the
Company`s intent is to have a plan of 4.9% or wait until the year
lapses and have a plan with 10%. If so, revise the disclosures
herein
and on page 13 to so indicate.

Our Officers, Directors and Employees will ..., pages 12-13
3. The first sentence of the second paragraph indicates authority
to
have benefit plans up to 25% of the shares outstanding held by
other
than Mutual Federal. This appears to be 7.5% of the total
outstanding
(.25 x .30= .075%). However, the bullet on page 8 states that the
option plan alone would equal 10%. Please revise the disclosure
herein to clarify how 10% of the total outstanding shares will be
issued to the option plan and, if the 25% limitation only applies
to
plans initiated before 1 year, so state and provide disclosure of
the
limits after 1 year.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
	Any accounting questions may be directed to Paula Michelle
Smith
at (202) 551-3696 or John Nolan, Branch Chief at (202) 551-8415.
All
other questions regarding the comments may be directed to Michael
Clampitt at (202) 551-3434 or to me at (202) 551-3775.

						Sincerely,

						Todd Schiffman
						Assistant Director
						Financial Services Group



CC:	Via U.S. Mail and Fax: (312) 609-5005
	Daniel C. McKay II, Esq.
	Jennifer Durham King, Esq.
	Vedder, Price, Kaufman & Kramholz, P.C.
	222 North LaSalle Street, Suite 2600
	Chicago, Illinois 60601
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Mr. S.M. Oksas
Mutual Federal Bancorp, Inc.
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