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): April 16, 1997 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 April 16, 1997 concerning the Second Quarter Earnings Announcement is incorporated herein by reference and is attached hereto as Exhibit 1. Pursuant to General Instruction F to Form 8-K, the press release issued April 18, 1997 concerning the cash dividend announcement is incorporated by reference and is attached hereto as Exhibit 2. 	 Item 7.	Financial Statements and Exhibits. 	(c)	Exhibits 		Exhibit 1 -- Press Release dated April 16, 1997. Exhibit 2 -- Press Release dated April 18, 1997. 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: April 18, 1997 Exhibit 1. April 16, 1997 Point of Contact: Charles J. Viater MFB Corp. ANNOUNCES SECOND QUARTER EARNINGS Mishawaka, Indiana - MFB Corp. (NASDAQ/MFBC),(the "Corporation), parent company of MFB Financial (the "Bank"), today reported consolidated net income of $522,000 or $.30 per share for the three months ended March 31, 1996, compared to $396,000 or $.20 per share for the three months ended March 31, 1996, an increase of 31.8%. Net income for the six months ended March 31, 1997 was $998,000 compared to $748,000 for the six months ended March 31, 1996, an increase of 33.4%. Net interest income after provision for loan losses for the most recent three and six month periods total $1.84 million and $3.60 million respectively compared to $1.46 million and $2.83 million for the same periods one year ago. During the three months ended March 31, 1997 total interest income increased by $870,000 compared to the same period one year ago primarily as a result of a $37.8 million increase in first mortgage loan receivables and a $5.4 million increase in consumer and commercial loan receivables. Total interest expense increased $495,000 reflecting the growth in savings account deposits and borrowed funds. For the six months ended March 31, 1997 total interest income increased $1.8 million while total interest expense increased $1.0 million. Noninterest income decreased from $121,000 for the three months ended March 31, 1996 to $85,000 for the three months ended March 31, 1997, while there was no significant change for the comparable six month periods ending March 31. Noninterest expense increased from $924,000 during the three months ended March 31, 1996 to $1.1 million during the three months ended March 31, 1997, and from $1.8 million to $2.1 million for the comparable six month periods ending March 31. These noninterest expense increases are primarily related to increased compensation expenses and expenses related to the Bank's name change which took effect November 1, 1996. The Corporation has increased total assets from $225.8 million as of September 30, 1996 to $234.3 million as of March 31, 1997, an increase of $8.5 million (or 3.8%). "Asset growth allows us to better leverage our capital position and enhance shareholder value," according to Charles J. Viater, President and CEO of the company. "Loan demand has been strong," he added. Total net loans have increased from $152.1 million at September 30, 1996 to $174.3 million at March 31, 1997, an increase of $22.2 million (or 14.6%). The loan growth has been funded primarily by a growth in total savings deposits of $4.4 million and a $13.8 million decrease in securities available for sale. Total shareholders' equity decreased from $37.6 million as of September 30, 1996 to $34.0 million as of March 31, 1997 mainly as a result of the Corporation's repurchase of 241,963 shares of outstanding common stock during this period at a cost of $4.5 million, partially offset by $1.0 million in net income for the same period. While achieving this substantial growth, 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 March 31, 1997 was .03% compared to .05% as of March 31, 1996. The Bank is a wholly owned subsidiary of MFB Corp. providing retail and small business financial services to the South Bend/Mishawaka area through its main office in Mishawaka and three branches throughout the community. MFB CORP. AND SUBSIDIARY Consolidated Balance Sheets (Unaudited) March 31, 1997 and September 30, 1996 (in thousands) 	March 31,	September 30, 	 1997 	1996 ASSETS Cash and due from financial institutions 	$ 2,237	 $ 1,734 Interest-earning deposits in other financial institutions	 ---	 --- 	Cash and cash equivalents 	2,237 	1,734 Interest-earning time deposits in other financial institutions 	--- 	495 Securities available-for-sale 	52,922 	66,763 	 Federal Home Loan Bank stock 	1,675 	1,336 Total loans 	174,662 	152,392 Less allowance for loan losses	 (355) (340) 	Loans receivable, net 	174,307 152,052 Accrued interest receivable 	680 	818 Premises and equipment, net 	2,314 1,969 Other assets 	155 	642 	Total Assets 	$234,290 	$225,809 LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities 	Deposits 	$163,322 $158,965 	Advances from borrowers for taxes and insurance	2,007 	1,864 	FHLB advances 	34,500 24,500 	Accrued expenses and other liabilities	 474	 2,881 	 Total Liabilities 	200,303 188,210 Shareholders' Equity 	Common Stock 13,928 	18,317 	Retained earnings 	21,303 	20,589 	Employee stock ownership plan 	(786) 	(894) 	Recognition and retention plans 	(154) 	(193) 	Net unrealized depreciation on securities available-for sale, net of tax	 (304) 	 (220) 	 Total shareholders' equity	 33,987 37,599 Total Liabilities and Shareholders' Equities $234,290 	$225,809 	 MFB CORP. AND SUBSIDIARY Consolidated Statement of Income (Unaudited) Three Months and Six Months Ended March 31, 1997 and 1996 (in thousands) 	Three Months Ended Six Months Ended March 31, 	 March 31, 1997 1996 1997 1996 Total interest income 	$4,270 	$3,400 	$8,377 	$6,615 Total interest expense 	2,427 	1,932 	4,766 	3,766 	Net interest income 	1,843 	1,468 	3,611 	2,849 Provision for loan losses	 8	 7	 15	 15 Net interest income after provision for loan losses 	1,835 	1,461 	3,596 	2,834 Total non-interest income	 85 	121 	198 	204 Total non-interest expense	 1,055 	 924 	2,139 	1,795 Income before income taxes 	865 	658 	1,655 	1,243 Income tax expense 	343 	262 	657 	495 	Net Income 	$522 	$396 	$998 	$748 Earnings per common and common equivalent share 	$ .30 	$ .20 	 $ .57 	$ .37 Earnings per share assuming full dilution 	$ .30 	$ .20 	 $ .57 	 $ .37 Exhibit 2. 	 April 18, 1997 	Point of Contact: Charles J. Viater 	 	President/CEO MFB Corp. ANNOUNCES QUARTERLY DIVIDEND Mishawaka, Indiana - MFB Corp. (NASDAQ/MFBC),(the "Corporation"), parent company of MFB Financial (the "Bank") based in Mishawaka, Indiana, announced today that the Corporation has declared a cash dividend of $.08 on each share of its Common Stock for the quarter ended March 31, 1997. The dividend is payable on May 13, 1997 to holders of record on April 29, 1997. "The continued improvement in our core earnings during the most recently completed quarter warrants the declaration of this dividend to shareholders," according to Charles J. Viater, President and CEO of both the Corporation and the Bank. The Bank is a wholly owned subsidiary of MFB Corp. with assets of $235 million as of March 31, 1997.