UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                               450 5TH STREET, N.W.
                              WASHINGTON, D. C. 20549

                                                           

                                    FORM 10-QSB/A

(Mark One)
 X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1996

                                        OR

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

For the transition period from       to           Commission File No.
                                                       0-24664

                            FIRST OZAUKEE CAPITAL CORP.
              (Exact name of registrant as specified in its charter)

       Wisconsin                                     39-1781744
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                     Identification No.)

W61 N526 Washington Avenue, Cedarburg, Wisconsin              53012
Address of principal executive office)                     (Zip Code)

Registrant's telephone number, including area code (414) 377-0750

Not applicable
(Former name, former address and former fiscal year, if changed since
last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.  Yes   X  .  No      .

Indicate the number of shares outstanding of the issuer's classes of
common stock, as of the latest practicable date.

           Class                            Outstanding July 31, 1996
Common Stock, par value $1.00 per share               627,478 Shares
 
                              

                            FIRST OZAUKEE CAPITAL CORP.

                                    FORM 10-QSB/A

                        FOR THE QUARTER ENDED JUNE 30, 1996

                                 EXHIBITS INDEX


                                                           
                                                            
EXHIBITS:

  FINANCIAL DATA SCHEDULE                                   EX-27  
 



                                                    
                             1     

                    FIRST OZAUKEE CAPITAL CORP. AND SUBSIDIARY

                             PART II - Other Information
Item 1 - Legal Proceeding

There are no material legal proceedings to which the Holding Company
or the Bank is a party or of which any of their property is subject.
From time to time, the Bank is a party to various legal proceedings
incident to its business.

Item 2 - Changes in Securities

None.

Item 3 - Defaults upon Senior Securities

Not applicable.

Item 4 - Submission of Matters to a Vote of Security Holders

None

Item 5 - Other Information

None.

Item 6 - Exhibits and Reports on Form 8-K.

(a)Exhibits: FINANCIAL DATA SCHEDULE.

(b)Reports on Form 8-K: No reports on Form 8-K have been filed during
the quarter for which this report is filed.

                                     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 thereunto duly authorized.


                        FIRST OZAUKEE CAPITAL CORP.

                                 (Registrant) 
DATE: October 16, 1996         BY: Russell S. Jones
                                   Russell S. Jones, Chairman of the
                                   Board and President (Principal
                                   Executive Officer and Principal
                                   Financial and Accounting Officer)