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): October 20, 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 October 20, 1997 concerning the Fourth Quarter Earnings 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 October 22, 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 October 20, 1997. Exhibit 2 -- Press Release dated October 22, 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: November 14, 1997 Exhibit 1 October 20 , 1997 Point of Contact: Charles J. Viater MFB Corp. ANNOUNCES FOURTH QUARTER EARNINGS Mishawaka, Indiana - MFB Corp. (NASDAQ/MFBC),(the "Corporation"), parent company of MFB Financial (the "Bank"), today reported consolidated net income of $496,000 or $.29 per share for the three months ended September 30, 1997, compared to $(197,000) or $(.10) per share for the three months ended September 30, 1996. Net income on an unaudited basis for the fiscal year ended September 30, 1997 was $2,002,000 or $1.14 per share compared to $975,000 or $ .48 per share for the twelve months ended September 30, 1996. For the prior period ended September 30, 1996, income levels were significantly reduced as a result of a one time special assessment to recapitalize the Savings Association Insurance Fund. This non-recurring expense was approximately $577,000 on an after tax basis or the equivalent of $.29 per share. Had this special assessment not been incurred, net income for the three months ended September 30, 1996 would have been approximately $380,000 or $.20 per share and for the year ended September 30, 1996 net income would have amounted to $1,552,000 or $.76 per share. Net interest income after provision for loan losses for the most recent three and twelve month periods totaled $2.0 million and $7.5 million respectively compared to $1.7 million and $6.1 million for the same periods one year ago. During the three months ended September 30, 1997 total interest income increased by $853,000 compared to the same period one year ago primarily as a result of a $38.5 million increase in first mortgage loan receivables and a $10.4 million increase in commercial and consumer loan receivables. Total interest expense increased $537,000 reflecting the growth in savings accounts deposits and borrowed funds. For the twelve months ended September 30, 1997 total interest income increased $3.5 million while total interest expense increased $2.1 million. Noninterest income increased from $79,000 and $384,000 for the three and twelve months ended September 30, 1996 to $118,000 and $424,00 for the comparable periods ended September 30, 1997. Noninterest expense decreased from $2.1 million during the three months ended September 30, 1996 to $1.3 million during the three months ended September 30, 1997, and from $4.9 million to $4.6 million for the comparable twelve month periods ending September 30. These noninterest expense decreases are primarly attributable to the one time special assessment in 1996, offset by increased compensat- ion 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 $255.9 million as of September 30, 1997, an increase of $30.1 million (or 13.3%). "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 $200.9 million at September 30, 1997, an increase of $48.8 million (or 32.1%). 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 $33.5 million as of September 30, 1997 mainly as a result of the Corporation's repurchase of 332,263 shares of outstanding common stock during this period at a cost of $6.4 million along with the payment of cash dividends of $554,000 partially offset by $2.0 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 September 30, 1997 was .09% compared to .09% as of September 30, 1996. The Bank is a wholly owned subsidiary of MFB Corp. providing retail and small business financial services to the Michiana area through its main office in Mishawaka and four banking centers located in St. Joseph and Elkhart counties. MFB CORP. AND SUBSIDIARY Consolidated Balance Sheets (Unaudited) September 30, 1997 and September 30, 1996 (in thousands) 	September 30,	September 30, 	1997 	1996 ASSETS Cash and due from financial institutions 	$ 2,906 	$ 1,734 Interest-earning deposits in other financial institutions	 6,576	 --- 	Cash and cash equivalents 	9,482 	1,734 Interest-earning time deposits in other financial institutions 	--- 	495 Securities available-for-sale 	39,628 	66,763 	 Federal Home Loan Bank stock 	2,400 	1,336 Total loans 	201,305 	152,392 Less allowance for loan losses	 (370) 	 (340) 	Loans receivable, net 	200,925 	152,052 Accrued interest receivable 	719 	818 Premises and equipment, net 	2,613 	1,969 Other assets 	144 	642 	Total Assets 	$255,921 	$225,809 LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities 	Deposits 	$171,887 	$158,965 	Securities sold under agreements to repurchase 	389 	--- Advances from borrowers for taxes and insurance 	1,854 	1,864 	FHLB advances 	47,500 	24,500			 Accrued expenses and other liabilities	 770	 2,881 	 Total Liabilities 	222,400 	188,210 Shareholders' Equity 	Common Stock	 13,079	 18,317 Retained earnings 	22,038 	20,589 	Employee stock ownership plan 	(665) 	(894) 	Recognition and retention plans 	(115) 	(193) 	Net unrealized depreciation on securities available-for sale, net of tax	 73	 (220) 	Treasury Stock (889) 	--- Total shareholders' equity	 33,521 	37,599 Total Liabilities and Shareholders' Equities 	$255,921 	 $225,809 	 	 	 MFB CORP. AND SUBSIDIARY Consolidated Statement of Income (Unaudited) Three Months and Twelve Months Ended September 30, 1997 and 1996 (in thousands) 	 Three Months Ended	 Twelve Months Ended September 30, September 30, 1997 1996	 1997 1996 	 Total interest income 	$4,797 	$3,944 	$17,685 	$14,182 Total interest expense 	2,779 	2,242 	10,157 	8,058 	Net interest income 	2,018 	1,702 	7,528 	6,124 Provision for loan losses	 7	 7	 29	 30 Net interest income after provision for loan losses 	2,011 	1,695 	7,499 	6,094 Total non-interest income	 118 	79 	424 	384 Total non-interest expense	 1,304	 2,098 	4,599 	4,856 Income before income taxes 	825 	(324) 	3,324 	1,622 Income tax expense 	329 	(127) 	1,322 	647 	Net Income 	$496 	$(197) 	$2,002 	$975 Earnings per common and common equivalent share 	$ .29 	$ (.10) 	$ 1.15 	$ .48 Earnings per share assuming full dilution 	$ 29 	$ (.10) 	$ 1.14 	$ .48 Exhibit 2 October 22, 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 September 30, 1997. The dividend is payable on November 18,1997 to holders of record on November 4, 1997. "The continued growth in our core earnings during the most recently completed quarter and fiscal year 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 $256 million as of September 30, 1997.