UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10- QSB

[X]  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(D)  OF  THE
                            SECURITIES  EXCHANGE  ACT  OF  1934

             For  the  quarterly  period  ended        MARCH  31,  2001
                                               ------------------------

                                                       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                 0-12510
                                           ---------------------


                                     MARATHON  BANCORP
- ------------------------------------------------------
            (Exact  name  of  registrant  as  specified  in  its  charter)

                      California
- --------------------------------
95-3770539
- ----------
(State  or other jurisdiction of incorporation)  (I.R.S. Employer Identification
No.)


11150  West  Olympic  Boulevard,  Los  Angeles,  CA          90064
- ------------------------------------------------------------------
    (Address  of  principal  executive  offices)                  (Zip  Code)

Registrant's  telephone  number,  including  area  code:  (310)  996-9100
                                                        -----------------


     Indicate  by  check  mark  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  ____
                                                         ---

      As  of  May  1,  2001,  there were 3,849,819 shares of no par Common Stock
issued  and  outstanding.



Consolidated  Statements  of  Financial  Condition
Marathon  Bancorp  and  Subsidiary


                                                                      MARCH 31,          December 31,
ASSETS                                                                  2001                 2000
                                                                  -----------------  ---------------------
                                                                               
Cash and Due From Banks. . . . . . . . . . . . . . . . . . . . .  $      3,810,000   $          3,675,000
Federal Funds Sold . . . . . . . . . . . . . . . . . . . . . . .         5,365,000              7,265,000
                                                                  -----------------  ---------------------
       TOTAL CASH AND CASH EQUIVALENTS . . . . . . . . . . . . .         9,175,000             10,940,000

Interest-Bearing Deposit With Financial Institution. . . . . . .           100,000                      -

Investment Securities
   Securities Available for Sale . . . . . . . . . . . . . . . .        10,984,000              9,333,000
   Securities Held to Maturity . . . . . . . . . . . . . . . . .        11,656,000             15,207,000
                                                                  -----------------  ---------------------
       TOTAL INVESTMENT SECURITIES . . . . . . . . . . . . . . .        22,640,000             24,540,000

Federal Home Loan Bank and Federal Reserve Bank Stock, at cost .           406,000                375,000

Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        55,092,000             52,872,000
   Less Allowance for Credit Losses. . . . . . . . . . . . . . .   (     1,072,000)       (     1,066,000)
                                                                  -----------------  ---------------------
        NET LOANS. . . . . . . . . . . . . . . . . . . . . . . .        54,020,000             51,806,000

Premises and Equipment . . . . . . . . . . . . . . . . . . . . .           250,000                263,000
Cash Surrender Value of Life Insurance . . . . . . . . . . . . .         3,712,000              3,667,000
Accrued Interest and Other Assets. . . . . . . . . . . . . . . .         1,312,000              1,325,000
                                                                  -----------------  ---------------------
        TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . .  $     91,615,000   $         92,916,000
                                                                  =================  =====================

LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits
   Noninterest-Bearing Demand. . . . . . . . . . . . . . . . . .  $     27,217,000   $         29,900,000
   Interest-Bearing Demand . . . . . . . . . . . . . . . . . . .         3,241,000              3,579,000
   Money Market and Savings. . . . . . . . . . . . . . . . . . .        26,255,000             27,228,000
   Time Deposits Under $100,000. . . . . . . . . . . . . . . . .         7,997,000              6,703,000
   Time Deposits $100,000 and Over . . . . . . . . . . . . . . .        15,160,000             12,475,000
                                                                  -----------------  ---------------------
        TOTAL DEPOSITS . . . . . . . . . . . . . . . . . . . . .        79,870,000             79,885,000

Accrued Interest and Other Liabilities . . . . . . . . . . . . .           885,000                776,000
Federal Home Loan Bank Advance . . . . . . . . . . . . . . . . .                 -              1,800,000
                                                                  -----------------  ---------------------
        TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . .        80,755,000             82,461,000

Shareholders' Equity
   Preferred Shares - No Par Value, 1,000,000 Shares Authorized,
      No Shares Issued and Outstanding . . . . . . . . . . . . .                 -                      -
   Common Shares - No Par Value, 9,000,000 Shares Authorized,
      Issued and Outstanding: 3,849,819 in 2001 and 3,838,019 at
      December  31, 2000 . . . . . . . . . . . . . . . . . . . .        13,706,000             13,675,000
   Accumulated Deficit . . . . . . . . . . . . . . . . . . . . .   (     2,962,000)       (     3,215,000)
   Accumulated Other Comprehensive Income - Net Unrealized
      Gains (Losses)  on Securities Available for Sale . . . . .           116,000    (             5,000)
                                                                  -----------------  ---------------------
        TOTAL SHAREHOLDERS' EQUITY . . . . . . . . . . . . . . .        10,860,000             10,455,000
                                                                  -----------------  ---------------------
        TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY . . . . . . .  $     91,615,000   $         92,916,000
                                                                  =================  =====================



Consolidated  Statements  of  Operations
Marathon  Bancorp  and  Subsidiary



                                                                Three Months Ending
                                                                            
                                                                    2001                     2000
                                                         ----------------         ----------------
INTEREST INCOME
    Interest and Fees on Loans. . . . . . . . . . . . .  $     1,262,000          $     1,143,000
    Interest on Investment Securities - Taxable . . . .          393,000                  284,000
    Other Interest Income . . . . . . . . . . . . . . .           82,000                   88,000
                                                         ----------------         ----------------
      TOTAL INTEREST INCOME . . . . . . . . . . . . . .        1,737,000                1,515,000

INTEREST EXPENSE
    Interest on Demand Deposits . . . . . . . . . . . .            8,000                    8,000
    Interest on Money Market and Savings. . . . . . . .          245,000                  242,000
    Interest on Time Deposits . . . . . . . . . . . . .          327,000                  239,000
    Other Interest Expense. . . . . . . . . . . . . . .            2,000                    1,000
                                                         ----------------         ----------------
      TOTAL INTEREST EXPENSE. . . . . . . . . . . . . .          582,000                  490,000
                                                         ----------------         ----------------

NET INTEREST INCOME . . . . . . . . . . . . . . . . . .        1,155,000                1,025,000
Provision for Credit Losses . . . . . . . . . . . . . .                -                   30,000
                                                         ----------------         ----------------
NET INTEREST INCOME AFTER
   PROVISION FOR CREDIT LOSSES. . . . . . . . . . . . .        1,155,000                  995,000

NONINTEREST INCOME
    Service Charges and Fees on Deposits. . . . . . . .           85,000                   62,000
    Dividends on Cash Surrender Value of Life Insurance           51,000                   43,000
    Gain on Sale of Securities. . . . . . . . . . . . .            4,000                        -
    Other Noninterest Income. . . . . . . . . . . . . .           47,000                   24,000
                                                         ----------------         ----------------
      TOTAL NONINTEREST INCOME. . . . . . . . . . . . .          187,000                  129,000
NONINTEREST EXPENSE
    Salaries and Employee Benefits. . . . . . . . . . .          587,000                  501,000
    Occupancy Expenses. . . . . . . . . . . . . . . . .          140,000                  137,000
    Furniture and Equipment . . . . . . . . . . . . . .           24,000                   27,000
    Professional Services . . . . . . . . . . . . . . .           30,000                   23,000
    Business Promotion. . . . . . . . . . . . . . . . .           16,000                   16,000
    Stationery and Supplies . . . . . . . . . . . . . .           10,000                   13,000
    Data Processing Services. . . . . . . . . . . . . .           71,000                   73,000
    Customer Related Expenses . . . . . . . . . . . . .           84,000                   74,000
    Insurance and Assessments . . . . . . . . . . . . .           35,000                   37,000
    Legal Fees and Costs. . . . . . . . . . . . . . . .           25,000                   12,000
    Other Expenses. . . . . . . . . . . . . . . . . . .           69,000                   68,000
                                                         ----------------         ----------------
      TOTAL NONINTEREST EXPENSE . . . . . . . . . . . .        1,091,000                  981,000

GAIN (LOSS) BEFORE INCOME TAXES . . . . . . . . . . . .          251,000                  143,000
   Income Tax Benefit . . . . . . . . . . . . . . . . .   (        2,000)          (        2,000)
                                                         ----------------         ----------------
NET INCOME. . . . . . . . . . . . . . . . . . . . . . .  $       253,000          $       145,000
                                                         ================         ================

Per Share Data:
     Net Income - Basic . . . . . . . . . . . . . . . .  $          0.07          $          0.04
     Net Income - Diluted . . . . . . . . . . . . . . .  $          0.07          $          0.04







Consolidated  Statements  of  Cash  Flows
Marathon  Bancorp  and  Subsidiary

                                                                          Three  Months  Ended  March  31,
                                                                                     
                                                                                    2001               2000
                                                                        -----------------  -----------------
OPERATING ACTIVITIES
   Net Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $        253,000   $        145,000
   Adjustments to Reconcile Net Loss to Net Cash Provided
      by Operating Activities:
         Depreciation and Amortization . . . . . . . . . . . . . . . .            29,000             30,000
         Provision for Credit Losses . . . . . . . . . . . . . . . . .                 -             30,000
         Net Amortization of Premiums and Discounts
            on Investment Securities . . . . . . . . . . . . . . . . .   (        45,000)            83,000
         Net Change in Deferred Loan Origination Fees. . . . . . . . .   (        68,000)            55,000
         Net Increase in Cash Surrender Value of Life Insurance. . . .   (        45,000)   (        37,000)
         Net Change in Accrued Interest, Other Assets
             and Other Liabilities . . . . . . . . . . . . . . . . . .           122,000    (        84,000)
                                                                        -----------------  -----------------
        NET CASH PROVIDED BY OPERATING ACTIVITIES. . . . . . . . . . .           246,000            222,000
INVESTING ACTIVITIES
   Net Change in Interest-Bearing Deposits with Financial Institutions    (      100,000)                 -
   Purchases of  Available for Sale Securities . . . . . . . . . . . .    (    8,503,000)   (     3,492,000)
   Purchases of Held to Maturity Securities. . . . . . . . . . . . . .    (    1,730,000)                 -
   Proceeds from Maturities of Available for Sale Securities . . . . .         7,500,000          6,052,000
   Proceeds from Maturities of Held to Maturity Securities . . . . . .         4,799,000                  -
   Purchase of Federal Home Loan & Federal Reserve Bank Stock. . . . .   (        31,000)                 -
   Net Change in Loans . . . . . . . . . . . . . . . . . . . . . . . .   (     2,146,000)   (     4,674,000)
   Purchase of Life Insurance. . . . . . . . . . . . . . . . . . . . .                 -    (     1,935,000)
   Purchases of Furniture, Fixtures and Equipment. . . . . . . . . . .   (        16,000)   (        11,000)
                                                                        -----------------  -----------------
        NET CASH (USED) BY INVESTING ACTIVITIES. . . . . . . . . . . .   (       227,000)   (     4,060,000)
FINANCING ACTIVITIES
   Net Change in Demand Deposits, Money Market and Savings . . . . . .   (     3,994,000)         4,476,000
   Net Change in Time Deposits . . . . . . . . . . . . . . . . . . . .         3,979,000          3,503,000
   Net Change in Federal Home Loan Bank Advance. . . . . . . . . . . .   (     1,800,000)   (     1,875,000)
   Proceeds from Exercise of Stock Options . . . . . . . . . . . . . .            31,000             18,000
                                                                        -----------------  -----------------
        NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES . . . . . . .   (     1,784,000)         6,122,000
                                                                        -----------------  -----------------

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . .   (     1,765,000)         2,284,000
   Cash and Cash Equivalents at Beginning of Year. . . . . . . . . . .        10,940,000          8,891,000
                                                                        -----------------  -----------------
CASH AND CASH EQUIVALENTS AT END OF YEAR . . . . . . . . . . . . . . .  $      9,175,000   $     11,175,000
                                                                        =================  =================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Interest Paid . . . . . . . . . . . . . . . . . . . . . . . . . . .  $        704,000   $        570,000
   Income Taxes Paid . . . . . . . . . . . . . . . . . . . . . . . . .  $         16,000   $          4,000







Consolidated  Statement  of  Equity
Marathon  Bancorp  and  Subsidiary



                                                                                          
                                                                                          Accumulated
                                                                                          Other
                                   Common shares          Comprehensive  Accumulated      Comprehensive
                            -----------------------------
                            Shares         Amount          Income        Deficit          Income            Total
                            -------------  --------------  ------------  ---------------  ----------------  -----------

BALANCE,  JANUARY 1, 2001.      3,838,019  $   13,675,000                $  ( 3,215,000)  $(        5,000)  $10,455,000

Exercise of Stock Options.         11,800          31,000                                                        31,000

COMPREHENSIVE INCOME:
Net Income                                                      253,000         253,000                         253,000
Net Changes in Unrealized
  Gain (Loss) on Available
  for Sale Securities                                           121,000                           121,000       121,000
                                                           ------------
TOTAL COMPREHENSIVE INCOME                                 $    374,000
                                                           ============

BALANCE,  MARCH 31, 2001 .      3,841,819  $   13,706,000                $  ( 2,962,000)  $       116,000   $10,860,000
                            =============  ==============                ===============  ================  ===========










NOTES  TO  UNAUDITED  CONSOLIDATED  FINANCIAL  STATEMENTS

(1)  BASIS  OF  PRESENTATION  AND  MANAGEMENT  REPRESENTATIONS
The unaudited consolidated financial statements have been prepared in accordance
with  the  instructions  to  Form  10-QSB  and,  therefore,  do  not include all
footnotes  normally  required  for  complete  financial  disclosure.  While  the
Company  believes  that  the  disclosures  presented  are sufficient to make the
information  not misleading, reference may be made to the consolidated financial
statements  and  notes  thereto  included in the Company's 2000 Annual Report on
Form  10-KSB.

The  accompanying consolidated statements of financial condition and the related
consolidated  statements of operations and cash flows reflect, in the opinion of
management,  all  material  adjustments  necessary  for fair presentation of the
Company's financial position as of March 31, 2001 and December 31, 2000, results
of  operations  and changes in cash flows for the three-month period ended March
31,  2001  and 2000.  The results of operations for the three-month period ended
March  31, 2001 are not necessarily indicative of what the results of operations
will  be  for  the  full  year  ending  December  31,  2001.

(2)  EARNINGS  PER  SHARE  (EPS)
Basic  EPS  excludes  dilution  and  is computed by dividing income available to
common  stockholders by the weighted-average number of common shares outstanding
for the period.  Diluted EPS reflects the potential dilution that could occur if
securities  or other contracts to issue common stock were exercised or converted
into  common  stock or resulted in the issuance of common stock that then shared
in  the  earnings  of  the  entity.

Accordingly, the weighted average number of shares used to compute the basic net
income  per  share were 3,842,123 and 3,833,327 respectively for the three-month
period  ended March 31, 2001 and March 31, 2000.  The weighted average number of
shares  used  to  compute  the  diluted  net income per share were 3,850,065 and
3,833,327 respectively for the three-month period ended March 31, 2001 and March
31,  2000,  and  did  not  change  the  earnings  per  share  calculation.


MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

The  following  discussion  is  intended to provide additional information about
Marathon  Bancorp  (the  Company),  its  financial  condition  and  results  of
operations,  which  is  not  otherwise  apparent from the consolidated financial
statements.  Since  Marathon  National  Bank (the Bank) represents a substantial
portion  of  the  Company's  activities  and  investments, the following relates
primarily  to  the financial condition and operations of the Bank.  It should be
read  in  conjunction  with  the  Company's  2000  Annual Report on Form 10-KSB.

FINANCIAL  HIGHLIGHTS  OVERVIEW

The  first quarter of 2001 was a very profitable one for our Company.  We earned
$253,000  in net income which translated to per share earnings of $0.07 compared
to  $0.04  earned in the first quarter of 2000.  This represented an increase of
74%  in net income.  The book value per share has increased to $2.82 compared to
$2.73  per  share  at  December  31,  2000.

The  Company  had  an  increase in the return on assets to 1.11% compared to the
 .69%  earned  in the first quarter of 2000 and the return on equity increased to
9.64%  compared  to  6.32%  earned  in  the  first  quarter  last  year.

RESULTS  OF  OPERATIONS

Net  Interest  Income

Net  interest  income  for the first quarter increased over the same period last
year.  Net interest income was $1,155,000 for the first quarter of 2001 compared
to  $1,025,000  for the first quarter of 2000.  This was achieved by an increase
in  interest  earned from interest and fees on loans and from interest earned on
the  investment  portfolio.  Interest  and  fees  on  loans  increased due to an
increase  in  average  loans  from $51.2 million in the first quarter of 2000 to
$53.7  million  for  the  first quarter of 2001.  The change in volume more than
offset the decline in yield on the loan portfolio caused by the decline in prime
rate  brought on by the Federal Reserve Bank's actions to decrease rates.  Since
yearend,  the  Federal  Reserve Bank has decreased the fed funds target rate and
the  discount  rate  by  150  basis  points.

Interest  income generated by the investment portfolio increased $109,000 or 39%
due  to  an  increase  in  both  volume and yield.  Investments made during 2000
increased  the overall yield on the portfolio from 5.80% in the first quarter of
2000  to 6.36% for the first quarter of 2001.   With calls and maturities in the
portfolio  during  this quarter and the rest of the year, the yield will decline
as  new  purchases  of  securities  will  be  at  reduced  yields.

Interest  expense  increased  from  $490,000  in  the  first  quarter of 2000 to
$582,000  for  the  first  quarter of 2001, an increase of 19%.  The increase in
cost  is  a  result of an increase in the average volume of time certificates of
deposit  and  an  increase  in the interest rates paid on the time certificates.
The  average cost of interest-bearing deposits for the first quarter of 2001 was
4.44%  compared  to 4.13% for the first quarter of 2000. The average cost of the
time  certificates  for the first quarter of 2001 was 5.89% versus the 5.50% for
the  same  period  last  year.  While  interest rates have declined, the average
maturity  on  time certificates is six-months and we will see the effects of the
declining  rates  in  the  second  and  third  quarters.

Noninterest  Income

Noninterest  income  increased  from  $129,000  at March 31, 2000 to $187,000 at
March  31,  2001,  an  increase  of  $58,000 or 45%.  The increase was generated
mainly  from  the  service  charges  and  fees on deposit accounts, which gained
$23,000 or 37%.  The service charges rose due to increased income generated from
analyzed  business  checking accounts.  The increase in other noninterest income
came  from  noninterest fees generated from loan related services.  Dividends on
life  insurance  rose  $8,000 or 19% over that reported for the first quarter of
2000.


Noninterest  Expense

Noninterest  expenses  were  up when compared to the first quarter of 2000.  The
increase  was $110,000 or 11% and came from increased legal fees, employee costs
and  customer  related  expenses.

Legal  fees  and  costs have increased versus the same period last year with the
legal services needed to complete foreclosure proceedings on a real estate loan.
Salaries  and  employee  benefits  increased from additional insurance and other
benefit  accruals  as  well  as  salary  increases  for  2001.  Customer related
expenses were up for courier, check printing and data processing costs paid that
are  assessed to the analyzed business checking accounts.  Furniture, equipment,
data  processing,  office  supplies,  and  insurance costs all decreased for the
first  quarter  of  2001  compared  to  the  first  quarter  of  2000.


Provision  for  Credit  Losses:

Loans  classified  by  the  Bank  as  substandard  or  doubtful  increased  from
$2,173,000  at December 31, 2000 to $2,213,000 at March 31, 2001.  Nonperforming
loans,  which  consist  of loans past due over 90 days plus loans on nonaccural,
totaled  $1,056,000  at  March  31,  2001 compared to $1,000,000 at December 31,
2000.  The  Company  continued  to  have  no  other  real  estate  owned.

During  the  first  quarter,  the  Bank recorded no charge-offs while collecting
recoveries  on  loans  charged off of $6,000.  The net change to the reserve for
credit  losses was $6,000.  Based upon these factors and management's assessment
of  the  overall  quality of the loan portfolio, its internal migration analysis
and  economic  conditions  they felt the current level of the reserve for credit
losses  was  adequate  at  March  31,  2001.


ASSETS  AND  LIABILITIES

The  March 31, 2001 balance sheet shows that total assets declined from December
31,  2000  by $1.3 million or 1% but the average assets for the first quarter of
2001  were $92.1 million compared to the average of $90.6 million for the fourth
quarter  of 2000 an increase of 2%.   Loans increased from yearend by 4% and the
average  outstanding  increased  as  well  with increases in commercial and real
estate  construction  lending.

The  investment  portfolios  overall  size  did not change significantly but the
composition  of  the  portfolio  did.  Expecting  that a number of the Company's
callable  U.S.  agency  securities would be called we had added to the portfolio
early  in  the  quarter  with  more  non-callable corporate and mortgaged-backed
securities.  During  the  quarter we purchased $10.2 million in securities while
maturities  and  calls  were  $12.3 million.  Our repositioning of the portfolio
should  keep  our  yield  fairly  constant  through  the  rest  of  the  year.

During  the  first  quarter of 2001 we did have our non-interest demand deposits
decrease  while  the interest-bearing deposits increased.  The time certificates
of  deposit  showed the largest increase both in certificates under $100,000 and
over  $100,000.  This increased our cost of funds during the quarter.  The start
of  the  second quarter has seen this trend reverse and we have had certificates
of  deposit  decrease  and  demand  deposits  increase.

LIQUIDITY  AND  CAPITAL

Asset/Liability  Management

The  Company's  Asset/Liability  Committee is responsible for managing the risks
associated  with  changing  interest rates and their impact on earnings, as well
as,  the  liquidity  needs  of  the  Company.

Management monitors its liquidity position continuously in relation to trends in
loans  and  deposits,  and

relates  the  data  to  short  and  long  term  expectations.  In order to serve
customers  effectively,  funds  must  be available to meet their credit needs as
well  as  their  withdrawals  of  deposited  funds.  Assets  that  are  normally
considered  liquid  are  federal  funds  sold,  available  for  sale  investment
securities,  cash  and due from banks, and securities purchased under agreements
to  resell.  The ratio of liquid assets to deposits was 25% as of March 31, 2001
and  the  loan  to  deposit  ratio  was  69%.

Interest  rate risk management focuses on the maturity and repricing of interest
earning  assets  in  relationship  to the interest bearing liabilities that fund
them.  Net  interest  income  can  be  vulnerable to fluctuations arising from a
change  in  the  general  level of interest rates to the extent that the average
yield  on  earning  assets  responds  differently to such a change than does the
average  cost  of  funds.

The  Company  measures  interest rate sensitivity by distributing the maturities
and repricing periods of assets and supporting funding liabilities into interest
sensitivity  periods,  summarizing  interest rate risk in terms of the resulting
interest  sensitivity  gaps.  A  positive  gap  indicates  that  more  interest
sensitive  assets  than interest sensitive liabilities will be repriced during a
specified  period,  while  a  negative  gap  indicates  the  opposite condition.

It is the Bank's policy to maintain an adequate balance of rate sensitive assets
to  rate  sensitive  liabilities.  Due  to  the  fact  that the Bank has a large
portfolio  of  noninterest  bearing demand deposits the Company has historically
been  asset  sensitive  with a positive gap.  The Company is asset sensitive and
has  been  able  to  decrease its asset sensitivity during the last twelve-month
period  by  an  increase  in  the  investment  portfolio  and  a  lengthening of
maturities.  The  Company's cumulative gap as a percent of total assets at March
31,  2001  was  18.8%

Capital

Shareholder's equity increased $405,000 from December 31, 2000 to the end of the
first  quarter.  The  change  in  net  unrealized  gain/loss  on  securities
available-for-sale  amounted  to  $121,000 of this increase.  Besides net income
the  exercise  of  stock  options  provided  $31,000  in  additional  capital.

The  Bank  is required to meet certain minimum risk-based capital guidelines and
leverage  ratios promulgated by the bank regulatory authorities.  The risk based
capital standards establish capital requirements that are more sensitive to risk
differences  between  various  assets,  consider off balance sheet activities in
assessing  capital  adequacy,  and minimize the disincentives to holding liquid,
low risk assets.  The leverage ratio consists of tangible Tier 1 capital divided
by  average  total  assets.

The  adequately  capitalized  risk-based  capital  ratio required by the federal
regulators  is  8.0 percent and the well-capitalized ratio is 10.0 percent.  The
Tier I capital to risk-weighted assets required by the federal regulators is 4.0
percent  and  6.0  percent  to  be well-capitalized.  At March 31, 2001 the risk
based  capital  ratio  of  the  Company was 15.4 percent and the Bank's was 15.3
percent.  The Tier 1 capital leverage ratio for the Company was 14.2 percent and
for  the  Bank  was  14.0  percent.



PART  II.  OTHER  INFORMATION


Item  1.  Legal  Proceedings

         None.


Item  2.  Changes  in  Securities

         None.


Item  3.  Defaults  Upon  Senior  Securities

         None.


Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders

       On  March  22,  2001,  proxy  materials  for  2001  Annual  Meeting  of
Shareholders  were  mailed  to  all shareholders of record as of March 12, 2001.
The meeting took place on April 16, 2001. Shareholders were asked to vote on the
matters  shown below.  Of the total 3,849,819 shares outstanding and entitled to
vote  2,801,812 shares were represented either in person or by properly executed
proxies.  The  results  of  the  voting  on  the  matters  are  shown  below:



     Matter  1.  Election of Directors.  To elect seven (7) persons to the board
of  directors  to  serve  until the 2002annual meeting of Shareholders and until
their  successors  are  elected  and  have  been  qualified.



                          

                     For        Withhold Authority for

Robert J. Abernethy  2,194,369                 607,443
Craig C. Collette .  2,744,978                  56,834
Frank Jobe, M.D.. .  2,194,369                 607,443
C. Thomas Mallos. .  2,612,513                 189,299
Robert Oltman . . .  2,634,281                 167,531
Ann Pappas. . . . .  2,612,981                 188,831
Nick Patsaouras . .  2,406,789                 395,023





    Matter  2.  Other  Business.  There  was  none.



Item  5.  Other  Information

         None.

Item  6.  Exhibits  and  Reports  on  Form  8-K

         None.


                                               SIGNATURES


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







                                                    MARATHON  BANCORP


Date:  May  10,  2001                              Craig  D.  Collette
                                                   -------------------
                                                   Craig  D.  Collette
                                                   President  and  Chief
                                                   Executive Officer



                                                   Howard  J.  Stanke
                                                   ------------------
                                                   Howard  J.  Stanke
                                                   Executive  Vice  President
                                                   Chief  Financial  Officer