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 15, 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 15,  1996,  concerning  the  Corporation's  fourth  quarter  earnings is
attached  hereto as  Exhibit  1. The press  release  issued  October  16,  1996,
concerning  the  increase in the  Corporation's  dividend is attached  hereto as
Exhibit 2.

         The Corporation is also filing herewith its Code of By-laws,  effective
as of October 5, 1996.

Item 7.  Financial Statements and Exhibits.

         (c)      Exhibits

                  Exhibit 1 - Press Release dated October 15, 1996.

                  Exhibit 2 - Press Release dated October 16, 1996.

                  Exhibit 3 - Code of By-Laws.


                                   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 17, 1996