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




                                    FORM 8-K




                                 CURRENT REPORT
     Pursuant to Section 13 or 15(b) of the Securities Exchange Act of 1934



        Date of Report (Date of earliest event reported): October 8, 1996



                                    MFB Corp.
             (Exact name of registrant as specified in its charter)



                                     INDIANA
                 (State of other jurisdiction of incorporation)

          0-23374                                    35-1907258
 (Commission File Number)                   (IRS Employer Identification No.)


         121 South Church Street
         Post Office Box 528
         Mishawaka, Indiana                                 46544
(Address of principal executive offices)                 (Zip Code)



        Registrants telephone number, including area code: (219) 255-3146










Item 5.  Other Events.

     Pursuant to General  Instruction  F to Form 8-K, the press  release  issued
October 8, 1996, regarding (i) the Corporation's  adoption of a stock repurchase
program for up to an  additional  5% of the  Corporation's  outstanding  capital
stock,  (ii) the Corporation's  adoption of a shareholder  rights plan and (iii)
the impact of the special Savings Association Insurance Fund ("SAIF") assessment
and related  changes in SAIF premiums is attached  hereto as Exhibit 99(1).  The
Rights  Agreement  between MFB Corp. and Registrar and Transfer Company dated as
of  October 1, 1996 is  attached  to the  Corporation's  Form 8-A filed with the
Securities and Exchange Commission by EDGAR on October 8, 1996.

Item 7.  Financial Statements and Exhibits.

         (c)      Exhibits

                  Exhibit 99(1) - Press Release dated October 8, 1996.




                                   SIGNATURES

         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 hereunto duly authorized.


                                                 /s/ Charles J. Viater
                                                 -------------------------------
                                                 Charles J. Viater, President


Dated: October 8, 1996