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): July 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 July 16, 1997 concerning the Third Quarter Earnings and Quarterly Dividend Announcement 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 July 16, 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: July 21, 1997 July 16, 1997 Point of Contact: Charles J. Viater MFB Corp. ANNOUNCES THIRD QUARTER EARNINGS AND QUARTERLY DIVIDEND Mishawaka, Indiana - MFB Corp. (NASDAQ/MFBC), (the "Corporation"), parent company of MFB Financial (the "Bank"), today reported consolidated net income of $508,000 or $.30 per share for the three months ended June 30, 1997, compared to $424,000 or $.22 per share for the three months ended June 30, 1996, an increase of 19.8% Net income for the nine months ended June 30, 1997 was $1,506,000 compared to $1,172,000 for the nine months ended June 30, 1996, an increase of 28.5%. Net interest income after provision for loan losses for the most recent three and nine month periods totaled $1.89 million and $5.49 million respectively compared to $1.57 million and $4.41 million for the same periods one year ago. During the three months ended June 30, 1997 total interest income increased by $878,000 compared to the same period one year ago primarily as a result of a $40.2 million increase in first mortgage loan receivables and a $7.7 million increase in consumer loan receivables. Total interest expense increased $562,000 reflecting the growth in savings account deposits and borrowed funds. For the nine months ended June 30, 1997 total interest income increased $2.6 million while total interest expense increased $1.6 million. Noninterest income increased from $91,000 for the three months ended June 30, 1996 to $108,000 for the three months ended June 30, 1997 while there was no significant change for the comparable nine month periods ending June 30. Noninterest expense increased from $963,000 during the three months ended June 30, 1996 to $1.2 million during the three months ended June 30, 1997, and from $2.8 million to $3.3 million for the comparable nine month periods ending June 30. These noninterest expense increases are primarily related to increased compensation expenses, expenses related to the Bank's name change which took effect November 1, 1996, and expenses incurred with the opening of a new full service branch facility on June 6, 1997. The Corporation has increased total assets from $225.8 million as of September 30, 1996 to $248.2 million as of June 30, 1997, an increase of $22.4 million (or 9.9%). "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 continues to be strong," he added. Total net loans have increased from $152.1 million at September 30, 1996 to $186.6 million at June 30, 1997, an increase of $34.5 million (or 22.7%). The loan growth has been funded primarily by the growth in total savings deposits, the decrease in securities available for sale, and additional borrowings through Federal Home Loan Bank advances. Total shareholders' equity decreased from $37.6 million as of September 30, 1996 to $33.9 million as of June 30, 1997 mainly as a result of the Corporation's repurchase of 287,263 shares of outstanding common stock during this period at a cost of $5.4 million, partially offset by $1.5 million in net income for the same period. While achieving 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 June 30, 1997 was .08% compared to .06% as of June 30, 1996. In addition, MFB Corp. announced today that the Corporation has declared a cash dividend of $ .08 on each share of its Common Stock for the quarter ended June 30, 1997. The dividend is payable on August 12, 1997 to holders of record on July 29, 1997. 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 branch locations, and to Elkhart County with the opening of a new full service banking facility in the Wal-Mart Supercenter in Goshen, Indiana. MFB CORP. AND SUBSIDIARY Consolidated Balance Sheets (Unaudited) June 30, 1997 and September 30, 1996 (in thousands) 	June 30, 	September 30, 	1997 	1996 ASSETS Cash and due from financial institutions 	$ 2,697 	$ 1,734 Interest-earning deposits in other financial institutions 	 ---	 --- 	Cash and cash equivalents 	2,697 	1,734 Interest-earning time deposits in other financial institutions 	--- 	495 Securities available-for-sale 	53,227 	66,763 	 Federal Home Loan Bank stock 	2,187 	1,336 Total loans 	187,001 	152,392 Less allowance for loan losses 	 (363)	 (340) 	Loans receivable, net 	186,638 	152,052 Accrued interest receivable 	836 	818 Premises and equipment, net 	2,521 	1,969 Other assets 	135 	642 	Total Assets 	$248,241 	$225,809 LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Deposits 	$167,517 	$158,965 	Securities sold under agreements to repurchase 	184 	--- Advances from borrowers for taxes and insurance	 814 	1,864 	FHLB advances 	43,735 	24,500				 	 Accrued expenses and other liabilities	 2,100	 2,881 	 Total Liabilities 	214,350 	188,210 Shareholders' Equity 	Common Stock 	13,116 	18,317 	 Retained earnings 	21,676 	20,589 	 Employee stock ownership plan 	(722) 	(894) 	 Recognition and retention plans 	(135) 	(193) 	 Net unrealized depreciation on securities available-for sale, net of tax	 (44) 	 (220) 	 Total shareholders' equity	 33,891 	37,599 Total Liabilities and Shareholders' Equities 	$248,241 	$225,809 	 MFB CORP. AND SUBSIDIARY Consolidated Statement of Income (Unaudited) Three Months and Nine Months Ended June 30, 1997 and 1996 (in thousands) 	Three Months Ended Nine Months Ended June 30,	 June 30, 1997 1996 1997 1996 Total interest income 	$4,511 	$3,633 	$12,888	$10,248 Total interest expense 	2,612 	2,050 	7,378 	5,816 	Net interest income	 1,899 	1,583 	5,510 	4,432 Provision for loan losses	 7	 8	 22	 23 Net interest income after provision for loan losses 	1,892 	1,575 	5,488 	4,409 Total non-interest income	 108 	91 	306 	295 Total non-interest expense	 1,156	 963 	3,295 	2,758 Income before income taxes 	844 	703 	2,499 	1,946 Income tax expense 	336 	279 	993 	774 	Net Income 	$508 	 $424 	$1,506 	$1,172 Earnings per common and common equivalent share 	$ .30	$ .22	 $ .86	$ .60 Earnings per share assuming full dilution 	$ .30	$ .22 	$ .86	$ .60