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  SEPTEMBER  30,  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 November 1, 2001, there were 3,852,819 shares of no par Common Stock
issued  and  outstanding.


Consolidated  Statements  of  Financial  Condition






                                                                                SEPTEMBER 30,                    December 31,
ASSETS                                                                               2001                            2000
                                                                   ----------------------------------------  ---------------------
                                                                                                       
Cash and Due From Banks . . . . . . . . . . . . . . . . . . . . .  $                             6,421,000   $          3,675,000
Federal Funds Sold. . . . . . . . . . . . . . . . . . . . . . . .                                8,550,000              7,265,000
                                                                   ----------------------------------------  ---------------------
       TOTAL CASH AND CASH EQUIVALENTS. . . . . . . . . . . . . .                               14,971,000             10,940,000

Investment Securities
   Securities Available for Sale. . . . . . . . . . . . . . . . .                               17,222,000              9,333,000
Securities Held to Maturity (Approx. market value:
   2001 - $11,817,000; 2000 - $15,261,000)                                                      11,378,000             15,207,000
                                                                   ----------------------------------------  ---------------------
       TOTAL INVESTMENT SECURITIES. . . . . . . . . . . . . . . .                               28,600,000             24,540,000

Federal Home Loan Bank and Federal Reserve Bank Stock, at cost. .                                  409,000                375,000

Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                               58,847,000             52,872,000
   Less Allowance for Credit Losses . . . . . . . . . . . . . . .                          (     1,071,000)       (     1,066,000)
                                                                   ----------------------------------------  ---------------------
        NET LOANS . . . . . . . . . . . . . . . . . . . . . . . .                               57,776,000             51,806,000

Premises and Equipment. . . . . . . . . . . . . . . . . . . . . .                                  244,000                263,000
Accrued Interest and Other Assets . . . . . . . . . . . . . . . .                                1,372,000              1,325,000
Cash Surrender Value of Life Insurance. . . . . . . . . . . . . .                                3,806,000              3,667,000
                                                                   ----------------------------------------  ---------------------
        TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . .  $                           107,178,000   $         92,916,000
                                                                   ========================================  =====================

LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits
   Noninterest-Bearing Demand . . . . . . . . . . . . . . . . . .  $                            30,044,000   $         29,900,000
   Interest-Bearing Demand. . . . . . . . . . . . . . . . . . . .                                3,301,000              3,579,000
   Money Market and Savings . . . . . . . . . . . . . . . . . . .                               36,166,000             27,228,000
   Time Deposits Under $100,000 . . . . . . . . . . . . . . . . .                                7,661,000              6,703,000
   Time Deposits $100,000 and Over. . . . . . . . . . . . . . . .                               17,458,000             12,475,000
                                                                   ----------------------------------------  ---------------------
        TOTAL DEPOSITS. . . . . . . . . . . . . . . . . . . . . .                               94,630,000             79,885,000

Accrued Interest and Other Liabilities. . . . . . . . . . . . . .                                  949,000                776,000
Federal Home Loan Bank Advance. . . . . . . . . . . . . . . . . .                                        -              1,800,000
                                                                   ----------------------------------------  ---------------------
        TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . .                               95,579,000             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: 3,852,819 at September 30, 2001 and
      3,838,019 at December 31, 2000. . . . . . . . . . . . . . .                               13,713,000             13,675,000
   Accumulated Deficit. . . . . . . . . . . . . . . . . . . . . .                          (     2,462,000)       (     3,215,000)
   Accumulated Other Comprehensive Income - Net Unrealized
      Gains (Losses)  on Securities Available for Sale. . . . . .                                  348,000    (             5,000)
                                                                   ----------------------------------------  ---------------------
        TOTAL SHAREHOLDERS' EQUITY. . . . . . . . . . . . . . . .                               11,599,000             10,455,000
                                                                   ----------------------------------------  ---------------------
        TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY. . . . . . . .  $                           107,178,000   $         92,916,000
                                                                   ========================================  =====================



Marathon  Bancorp  and  Subsidiary
Consolidated  Statements  of  Operations



                                                                  Three  Months  Ended               Nine  Months  Ended
                                                                      September  30,                     September  30,

                                                                                                   
                                                                    2001              2000              2001              2000
                                                         ----------------  ----------------  ----------------  ----------------
INTEREST INCOME
    Interest and Fees on Loans. . . . . . . . . . . . .  $     1,344,000   $     1,314,000   $     3,933,000   $     3,675,000
    Interest on Investment Securities - Taxable . . . .          339,000           364,000         1,052,000           993,000
    Other Interest Income . . . . . . . . . . . . . . .           93,000            85,000           222,000           278,000
                                                         ----------------  ----------------  ----------------  ----------------
      TOTAL INTEREST INCOME . . . . . . . . . . . . . .        1,776,000         1,763,000         5,207,000         4,946,000

INTEREST EXPENSE
    Interest on Demand Deposits . . . . . . . . . . . .            8,000             8,000            24,000            24,000
    Interest on Money Market and Savings. . . . . . . .          255,000           301,000           719,000           815,000
    Interest on Time Deposits . . . . . . . . . . . . .          272,000           234,000           879,000           729,000
    Other Interest Expense. . . . . . . . . . . . . . .                -             1,000             2,000             2,000
                                                         ----------------  ----------------  ----------------  ----------------
      TOTAL INTEREST EXPENSE. . . . . . . . . . . . . .          535,000           544,000         1,624,000         1,570,000
                                                         ----------------  ----------------  ----------------  ----------------

NET INTEREST INCOME . . . . . . . . . . . . . . . . . .        1,241,000         1,219,000         3,583,000         3,376,000
Provision for Credit Losses . . . . . . . . . . . . . .           20,000            30,000            45,000            90,000
                                                         ----------------  ----------------  ----------------  ----------------
     NET INTEREST INCOME AFTER
       PROVISION FOR CREDIT LOSSES. . . . . . . . . . .        1,221,000         1,189,000         3,538,000         3,286,000

NONINTEREST INCOME
    Service Charges and Fees on Deposits. . . . . . . .          107,000            63,000           267,000           197,000
    Dividends on Cash Surrender Value of Life Insurance           54,000            52,000           159,000           146,000
    Gain (Loss) Sale of Securities. . . . . . . . . . .                -                 -             4,000                 -
    Other Noninterest Income. . . . . . . . . . . . . .           21,000            28,000            86,000            75,000
                                                         ----------------  ----------------  ----------------  ----------------
      TOTAL NONINTEREST INCOME. . . . . . . . . . . . .          182,000           143,000           516,000           418,000

NONINTEREST EXPENSE
    Salaries and Employee Benefits. . . . . . . . . . .          546,000           526,000         1,680,000         1,525,000
    Occupancy Expenses. . . . . . . . . . . . . . . . .          143,000           143,000           427,000           420,000
    Furniture and Equipment . . . . . . . . . . . . . .           22,000            27,000            68,000            77,000
    Professional Services . . . . . . . . . . . . . . .           29,000            24,000            88,000            83,000
    Business Promotion and Donations. . . . . . . . . .           10,000            11,000            51,000            48,000
    Stationery and Supplies . . . . . . . . . . . . . .           15,000             9,000            39,000            34,000
    Data Processing Services. . . . . . . . . . . . . .           65,000            67,000           204,000           222,000
    Customer Related Expenses . . . . . . . . . . . . .           67,000            83,000           222,000           238,000
    Insurance and Assessments . . . . . . . . . . . . .           44,000            42,000           114,000           116,000
    Legal Fees and Costs. . . . . . . . . . . . . . . .          101,000            39,000           209,000            89,000
    Other Expenses. . . . . . . . . . . . . . . . . . .           70,000            71,000           207,000           202,000
                                                         ----------------  ----------------  ----------------  ----------------
      TOTAL NONINTEREST EXPENSE . . . . . . . . . . . .        1,112,000         1,042,000         3,309,000         3,054,000

INCOME BEFORE INCOME TAXES. . . . . . . . . . . . . . .          291,000           290,000           745,000           650,000
   Income Tax Benefit . . . . . . . . . . . . . . . . .   (        3,000)   (        6,000)   (        8,000)   (        9,000)
                                                         ----------------  ----------------  ----------------  ----------------
      NET INCOME. . . . . . . . . . . . . . . . . . . .  $       294,000   $       296,000   $       753,000   $       659,000
                                                         ================  ================  ================  ================

Per Share Data:
     Net Income - Basic . . . . . . . . . . . . . . . .  $          0.08   $          0.08   $          0.20   $          0.17
     Net Income - Diluted . . . . . . . . . . . . . . .  $          0.08   $          0.08   $          0.19   $          0.17
     Book Value . . . . . . . . . . . . . . . . . . . .  $          3.01   $          2.57

Return on Average Assets. . . . . . . . . . . . . . . .             1.13%             1.33%             1.05%             1.00%
Return on Average Equity. . . . . . . . . . . . . . . .            10.62%            12.13%             9.31%             9.32%

Marathon  Bancorp  and  Subsidiary




Consolidated  Statements  of  Cash  Flows
Marathon  Bancorp  and  Subsidiary







                                                                                    
                                                                                   2001              2000
                                                                        ----------------  ----------------
OPERATING ACTIVITIES
   Net Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $       753,000   $       659,000
   Adjustments to Reconcile Net Loss to Net Cash Provided
      by Operating Activities:
         Depreciation and Amortization . . . . . . . . . . . . . . . .           87,000            92,000
         Provision for Credit Losses . . . . . . . . . . . . . . . . .           45,000            90,000
         Net Amortization of Premiums and Discounts
            on Investment Securities . . . . . . . . . . . . . . . . .           32,000             3,000
         Net Change in Deferred Loan Origination Fees. . . . . . . . .    (     163,000)          229,000
         Net Increase in Cash Surrender Value of Life Insurance. . . .    (     139,000)    (     128,000)
         Net Change in Accrued Interest, Other Assets
             and Other Liabilities . . . . . . . . . . . . . . . . . .          126,000            37,000
                                                                        ----------------  ----------------
        NET CASH PROVIDED BY OPERATING ACTIVITIES. . . . . . . . . . .          741,000           982,000
INVESTING ACTIVITIES
   Net Change in Interest-Bearing Deposits with Financial Institutions                -           100,000
   Purchases of  Available for Sale Securities . . . . . . . . . . . .      (18,574,000)     (  7,054,000)
   Purchases of Held to Maturity Securities. . . . . . . . . . . . . .     (  3,733,000)     (  4,502,000)
   Proceeds from Maturities of Available for Sale Securities . . . . .       11,512,000         8,000,000
   Proceeds from the Sale of Available for Sale Securities . . . . . .                -         2,000,000
   Proceeds from Maturities of Held to Maturity Securities . . . . . .        7,055,000           860,000
   Purchase of Federal Home Loan & Federal Reserve Bank Stock. . . . .     (     34,000)          108,000
   Net Change in Loans . . . . . . . . . . . . . . . . . . . . . . . .     (  5,852,000)     (  4,566,000)
   Purchase of Life Insurance. . . . . . . . . . . . . . . . . . . . .                -      (  1,935,000)
   Purchases of Furniture, Fixtures and Equipment. . . . . . . . . . .     (     68,000)     (     39,000)
                                                                        ----------------  ----------------
        NET CASH (USED) BY INVESTING ACTIVITIES. . . . . . . . . . . .     (  9,694,000)     (  7,028,000)
FINANCING ACTIVITIES
   Net Change in Demand Deposits, Money Market and Savings . . . . . .        8,804,000         5,333,000
   Net Change in Time Deposits . . . . . . . . . . . . . . . . . . . .        5,941,000           496,000
   Net Change in Federal Home Loan Bank Advance. . . . . . . . . . . .     (  1,800,000)     (     75,000)
   Proceeds from Exercise of Stock Options . . . . . . . . . . . . . .           39,000            21,000
                                                                        ----------------  ----------------
        NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . . . . . . . .       12,984,000         5,775,000
                                                                        ----------------  ----------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS . . . . . . . . . . .        4,031,000      (    271,000)
   Cash and Cash Equivalents at Beginning of Year. . . . . . . . . . .       10,940,000         8,891,000
                                                                        ----------------  ----------------
CASH AND CASH EQUIVALENTS AT END OF YEAR . . . . . . . . . . . . . . .  $    14,971,000   $     8,620,000
                                                                        ================  ================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Interest Paid . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     1,646,000   $     1,636,000
   Income Taxes Paid . . . . . . . . . . . . . . . . . . . . . . . . .  $        74,000   $        13,000










Consolidated  Statement  of  Equity
Marathon  Bancorp  and  Subsidiary




                                                                                          
                                                                                            Accumulated
                                   Common shares                                            Other
                              -------------------------  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. .        14,800       38,000                                                              38,000

COMPREHENSIVE INCOME:
Net Income . . . . . . . . .                             $      753,000           753,000                           753,000
Net Changes in Unrealized
  Gain (Loss) on Available
  for Sale Securities. . . .                                    353,000                            353,000          353,000
                                                           ------------
TOTAL COMPREHENSIVE INCOME .                             $    1,106,000
                                                           ============

BALANCE,  SEPTEMBER 30, 2001     3,852,819  $13,713,000                   $  ( 2,462,000)   $       348,000  $   11,599,000
                              ============  ===========                   ===============   ================ ==============






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 September 30, 2001 and December 31, 2000,
results  of operations and changes in cash flows for the nine-month period ended
September  30,  2001  and  2000.  The  results of operations for the three-month
period  and  nine-month  period  ended  September  30,  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 net
income  per  share  were  as  shown  in  the  following  table:

<s>                         <c>           <c>           <c>           <c>
                             Third  Quarter  Ended        Nine  Months  Ended
                                September  30,              September  30,
                               2001          2000          2001          2000
                            ---------     ---------     ---------     ---------
Average  Shares  Outstanding
    Basic                   3,852,232     3,837,954     3,848,101     3,836,110
    Diluted                 3,905,901     3,837,954     3,870,140     3,836,110



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  Company's  third  quarter  was  highlighted  by very good asset and deposit
growth.  Assets increased by 8.5% for the quarter and are up 15.4% for the year.
Deposit  grew  15.0%  for the quarter and 18.5% for the year.  Earnings remained
strong  increasing  to $294,000 for the third quarter, which is a 42.7% increase
over  the  second  quarter this year and only $2,000 less than last year's third
quarter.  The  nine-month  earnings increased to $753,000 a 14% improvement over
last  year.

Results  of  Operations

Net  Interest  Income
Net  interest  income  posted an increase for the quarter rising over both
last  year  and last  quarter.  Net interest income was 4.5% greater than second
quarter 2001 and 1.8% better than third quarter 2000.  This was due primarily to
an increased asset base compared to yearend and last year third quarter.  Net
interest margin for the third quarter was 5.18% compared to 5.88% for the third
quarter of 2000.  The drop  in  rates by the Federal Reserve Board of 350 basis
points has put pressure on the margin, due to the fact that the Company has 32%
of its deposits in  non-interest  bearing  accounts.

Both  quarterly  and  nine-month interest income on loans increased.  This was
accomplished  by a  $5,975,000  increase  in  the  loan  portfolio  since  the
beginning  of  the  year  which  offset  the large decrease in prime rate.  We
were  also helped by the fact that we have floor rates on most of our commercial
floating rate loans.  Interest income on loans increased by $109,000 or 9.0%
for  the  third  quarter  as  compared  to  the  third  quarter of 2000, and has
increased  for  the  year-to-date $228,000 or 9.7% over the first nine months of
2000.  Interest  on investment securities declined for the third quarter of 2001
by  7.2%  as  compared  to  the  third quarter of 2000, but continues to show an
increase  for  the  nine-month  period  of  13.4%  over  2000.  The  purchase of
securities  with  higher  rates  in the latter part of 2000 and the beginning of
2001  has  helped to mitigate the drop in rates in the bond market.  As would be
expected,  other  interest  income,  which is almost entirely derived from the
interest  on  fed  funds  sold,  declined  $58,000  for  the third quarter and
$64,000 for the nine-months.

Interest  expense  has  declined  for  the third quarter by $9,000 or 1.7% while
still  showing  an  increase  of  $54,000 or 3.4% for the year-to-date over last
year.  For  the  quarter, the volume of interest-bearing time deposits and money
market  deposits was significantly higher in 2001 versus 2000 but the large drop
in  interest  rates  offset  the  volume  increase.  The  average  cost  of
interest-bearing  deposits  for  the third quarter 2001 was 3.4% versus 4.4% for
the same period of 2000.  Interest expense year-to-date increased as the drop in
average  rate  paid  for  the first nine months of 2001 did not offset the large
increase  in  average  interest-bearing  deposits  for  2001.

Noninterest  Income
Total  noninterest  income for the third quarter of 2001 increased by $39,000 or
27.3%  over  the  amount  reported  for  the third quarter of 2000 and increased
$98,000  or  23.4%  for  the first nine-months of 2001 as compared to 2000.  The
quarterly  increase came from a 69.8% increase  in  service  charges  on deposit
accounts.  This  occurred  from  the  additional  analysis service charge income
earned  on  commercial  accounts  whose earnings credits for deposits, which are
based  on  current  market interest rates, have not offset the cost of services.
This  has  also  been  the  case for the service charge income generated for the
nine-month  period.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

For  the  nine-month  period  of 2001 we also have realized additional dividends
from  our  investment  in  life insurance which increased 8.9% over 2000.  Other
noninterest  income increased due  to  additional income generated from bankcard
merchant  discount  earnings that we participate in with our third party vendor.


Noninterest  Expense
Noninterest expense for the third quarter of 2001 increased $70,000 or 6.7% over
the same period last year.  Equipment costs, customer related expense, marketing
and  data processing cost showed declines, while salaries and employee benefits,
insurance,  and  legal costs increased for the quarter.  The real estate loan in
process of foreclosure continues to keep up our legal costs and rising rates for
workmen's  compensation  insurance  has  increased  insurance  costs.

For  the nine-month period, noninterest expenses increased $255,000 or 8.4% over
the prior year.  The increased costs  were  in, occupancy, salaries and employee
benefits, marketing,  office supplies and legal fees.  Equipment costs, data
processing, insurance  and customer related expenses decreased from last year.
Salaries and employee  benefits  increased  from  the  cost of  rising  health
insurance premiums and  a  reduction  in FASB  91  related  loan  credits.

Provision  for  Credit  Losses:
Loans  the  Bank  classified  as  substandard or doubtful as of the end of the
second  quarter  totaled $1,402,000 compared to $2,173,000 at December 31, 2000.
Nonperforming  loans, which consist of loans past due over 90 days plus loans on
nonaccural,  totaled  $1,029,000 at September 30, 2001 compared to $1,000,000 at
December  31,  2000.  The  Company does not currently have any other real estate
owned  but  is in the process of foreclosure on a $1,000,000 loan that is in the
nonaccrual  total  and  well  collateralized.

During the first nine-months of 2001, the Bank charged-off $66,000 and collected
loan  recoveries  of  $26,000.  The  Company made a provision to the reserve for
credit  losses  of $45,000.  The net change to the reserve for credit losses for
the  quarter  was an increase of $9,000 while the net change for the nine-months
was  an increase of $5,000.  Management did an assessment of the loan portfolio,
reviewed  current  economic  conditions  and  looked  at its historic losses and
determined  that  the  current  level  of the reserve was adequate.  The current
reserve  is  $1,071,000,  or  1.82%  of  outstanding  loans.


ASSETS  AND  LIABILITIES

There  was a substantial increase in assets during the third quarter.  The third
quarter  saw  loans  decrease  while  investment  in  fed  funds  and investment
securities increased.  During  the  third  quarter commercial loan demand in our
market has slowed and is now showing the effects of the recessionary economy.
The  Company  has  had  payoffs  in  excess of new loans generated for the third
quarter  but  continues  to show an 11.3% increase over the yearend loan totals.

The  Company  increased  the  investment  portfolio  during the third quarter by
$7,878,000  or  38.0%.  The  increase  in  deposits  was invested in medium term
securities  that  have  kept  up  the  overall yield in the investment portfolio
during  this  declining  rate  environment.

Deposits have done well for both the quarter and the year increasing $14,745,000
or  18.5% over December 31, 2000.  The major growth has come in interest-bearing
deposits as both business and consumers try to increase  their  yield on cash
held in the bank.  The largest growth has been in our  Investors  Money  Market
accounts  that  pays an interest  rate  close  to that earned in money  market
investment  funds.




MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

LIQUIDITY  AND  CAPITAL

Asset/Liability  Management
Managing  the  risks associated with changing interest rates and their impact on
earnings,  as  well as, the liquidity needs of the Company is the responsibility
of  the  Asset/Liability  Committee  of  the  Bank.

Management continually monitors liquidity in relation to current and anticipated
levels  of  loans  and  deposits,  and  relates  the data to short and long term
expectations.  In  order  to  serve  customers  effectively,  funds  need  to 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 short-term assets
to  deposits  was 31% at September 30, 2001 up from the 21% at June 30th and the
loan  to  deposit  ratio  was  62%  down from the 71% reported at the end of the
second  quarter.  The  Bank has not had to borrow during the quarter to meet the
loan  funding  needs.

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 feels that we may still see a further drop
in  the short-term interest rates before the year is over or at the beginning of
2002  and  it  will  effect  the  net  interest  margin  in  the  near  term.

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's asset sensitivity has
been  decreased  by  lengthening  the  maturities  in  the investment portfolio,
removing  the  short-term  callable  securities  and  implementing interest rate
floors on a large portion of the loan portfolio. The Company's cumulative gap as
a percent of total assets at September 30, 2001 was 9% down from the 21%
reported at  December  31,  2000.

Capital
For  the  first nine months of 2001 shareholders' equity increased $1,144,000 or
10.9%.  Stock  options  exercised  by  employees  accounted  for  $38,000 of the
increase,  earnings  for  $753,000 and a gain in the value of available for sale
securities  of  $353,000.

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  total  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 average assets (leverage ratio) required by the
federal  regulators for adequately capitalized is 4.0 percent and 5.0 percent is
required  to  be  well-capitalized.  At  September 30, 2001, the Bank had a risk
based capital ratio of 14.6 percent, and a Tier 1 capital leverage ratio of 10.8
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

     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:  November 13, 2001. . . .  Craig D. Collette
                                 -----------------
                                 Craig D. Collette
                                 President and Chief Executive
                                 Officer



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