SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-C REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ INTERDEALER QUOTATION SYSTEM Filed Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 and Rule 13a-176 or 15d-17 thereunder HMN FINANCIAL, INC. 101 NORTH BROADWAY, SPRING VALLEY, MN 55975 507-346-7345 I. CHANGE IN NUMBER OF SHARES OUTSTANDING Indicate any change (increase or decrease) of 5% or more in the number of shares outstanding: 1. Title of security HMN Financial, Inc. Common Stock 2. Number of shares outstanding before the change 5,180,210 3. Number of shares outstanding after the change 4,921,200 4. Effective date of change May 20, 1996 5. Method of change Specify method (such as merger, acquisition, exchange, distribution, stock split, reverse split, acquisition of stock for treasury, etc.) Acquisition of stock for treasury Give brief description of transaction Open market purchase II. CHANGE IN NAME OF ISSUER 1. Name prior to change 2. Name after change 3. Effective date of charter amendment changing name 4. Date of shareholder approval of change, if required Date: May 21, 1996 /s/ James B. Gardner -------------------------------- James B. Gardner Executive Vice President