SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  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)
                                    May 9, 1996




                          DAMEN FINANCIAL CORPORATION
- -------------------------------------------------------------------------------
              (Exact name of Registrant as specified in its
Charter)



                                                        
         Delaware                  0-26574                 
36-4029638  
- -------------------------------------------------------------------------------
      (State or other        (Commission File No.)         (IRS
Employer
      jurisdiction of                                    
Identification
      incorporation)                                         
Number)




   200 West Higgins Road, Schaumburg, Illinois                
60195   
- -------------------------------------------------------------------------------
     (Address of principal executive offices)                (Zip
Code)



Registrant's telephone number, including area code:   (708)
882-5320            
                                                    
- ------------------


                                        N/A
- -------------------------------------------------------------------------------
        (Former name or former address, if changed since last
report)



Item 5.   Other Events
          ------------

     On May 9, 1996, the Registrant issued the attached press
release
announcing the receipt of stockholder approval of its stock based
plans and its
intention to repurchase up to 4% of its outstanding shares to
fund its
Recognition and Retention Plan following the appropriate notice
to the Office
of Thrift Supervision.

Item 7.   Financial Statements and Exhibits
          ---------------------------------

          (a)   Exhibits

                99  Press release, dated May 9, 1996.



                                    SIGNATURE

      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.

                                        DAMEN FINANCIAL
CORPORATION



Date:    May 16, 1996             By:  /s/ Gerald R. Gartner
       ----------------               
- ----------------------------------------
                                       Gerald R. Gartner,
Treasurer, Chief      
                                       Financial Officer
(Principal
                                       Financial and Accounting
Officer)



                                  Index to Exhibits



                                                               
Sequentially  
                                                               
Numbered Page 
                                                               
Where Attached
Exhibit                                                          
Exhibits    
Number                                                          
are Located 
- -------                                                        
- --------------

                                                         

  99                 Press Release dated May 9, 1996              
    5