UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): JANUARY 17, 1996 MFB Corp. (Exact name of registrant as specified in its charter) INDIANA (State or 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) Registrant's 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 January 17, 1996, concerning the First Quarter Earnings Anouncement is incorporated herein by reference and is attached hereto as Exhibit 1. Item 7.	Financial Statements and Exhibits. 	(c)	Exhibits 		Exhibit 1 -- Press Release dated January 17, 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. 			_______________________________________			 	Timothy C. Boenne, Vice President Dated: January 17, 1997 January 17, 1997 Point of Contact: Charles J. Viater MFB Corp. ANNOUNCES FIRST QUARTER EARNINGS 	Mishawaka, Indiana - MFB Corp. (NASDAQ/MFBC), (the "Corporation"), parent company of MFB Financial (the "Bank"), today reported consolidated net income of $476,000 or $.26 per share for the three months ended December 31, 1996, compared to $352,000 or $.17 per share for the three months ended December 31, 1995, an increase of 35.2%. 	Net interest income after provision for loan losses for the most recent three month period totaled $1.76 million compared to $1.38 million for the same period one year ago. During the three months ended December 31, 1996 total interest income increased by $892,000 compared to the same period one year ago, primarily as a result of the redeployment of assets from relatively lower earning investments into the Bank's loan portfolio. Total interest expense increased $505,000 reflecting the growth in both savings account deposits and borrowed funds. 	Noninterest income increased from $83,000 for the three months ended December 31, 1995 to $113,000 for the most recent three month period, while noninterest expense increased from $871,000 to $1.1 million for the comparable periods. This expense increase is primarily related to increased compensation expenses and expenses related to the Bank's name change which took effect November 1, 1996. Total shareholders' equity decreased from $37.6 million as of September 30, 1996 to $34.4 million as of December 31, 1996 primarily as a result of the Corporation's repurchase of 199,463 shares of outstanding common stock during the quarter at a cost of $3.7 million, partially offset by net income for the same period. 	The Corporation continues to maintain asset quality that compares favorably to its industry peer group. The ratio of nonperforming assets to total assets as of December 31, 1996 was .02% compared to .18% as of December 31, 1995. 	The Bank is a wholly owned subsidiary of MFB Corp., with assets of $224 million as of December 31, 1996. The Bank provides retail and small business financial services to the South Bend/Mishawaka area through its main office in Mishawaka and three branch locations throughout the community. MFB CORP. AND SUBSIDIARY Consolidated Balance Sheets (Unaudited) December 31, 1996 and September 30, 1996 (In Thousands) 	 	December 31, 	September 30, 		1996 	1996 ASSETS Cash and due from financial institutions 	$ 2,080 	$ 1,734 Int.-bearing deposits in other fin. inst ---	 --- 	Cash and cash equivalents 	2,080	 1,734 Int.-bearing time deposits in other financial institutions 	198 	495 Securities available-for-sale 	51,457 	 66,763 Federal Home Loan Bank stock 	1,336 	1,336 Total loans 	166,137 	152,392 Less allowance for loan losses 	 (348) 	 (340) 	Loans receivable, net 165,789 	152,052 Accrued interest receivable 	672 	818 Premises and equipment, net 	2,228 	1,969 Other assets 	185 	642 	Total Assets 	$223,945 	$225,809 LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities 	Deposits 	$161,577 	$158,965 	Adv.from borrowers for taxes and ins. 881 	1,864 	FHLB advances 	25,000 	 24,500 	Accrued expenses and other liabilities	 2,056	 2,881 	 Total Liabilities 	189,514 	188,210 Shareholders' Equity 	Common Stock 	14,603 	18,317 	Retained earnings 	20,922 	20,589 	Employee stock ownership plan 	(844) 	(894) 	Recognition and retention plans 	(173) 	(193) 	Net unrealized depreciation on securities 	 	 available-for sale, net of tax 	 (77)	 (220)	 	 Total shareholders' equity	 34,431 	37,599 Total Liabilities and Shareholders Equities $223,945 	$225,809 	 MFB CORP . AND SUBSIDIARY Consolidated Statements Of Income (Unaudited) Three Months Ended December 31, 1996 and 1995 (In Thousands) Three Months Ended December 31, 	1996 	1995	 Total Interest Income 	$4,107 	$3,215	 Total Interest Expense 	2,339 	1,834	 Net Interest Income 	1,768 	1,381	 Provision For Loan Losses	 7	 8	 Net Interest Income After Provision For Loan Losses 	1,761 	1,373	 Total Non-Interest Income 	113 	83 Total Non-Interest Expense	 1,084 	 871	 Income Before Income Taxes 	790 	585	 Income Tax Expense 	 314 	 233 Net Income 	$476 	$352 Earnings Per Common Share-fully diluted				$.26 		$.17