Registration No. 33-______


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             Registration Statement
                        Under the Securities Act of 1933

                                MARATHON BANCORP
             (Exact Name of Registrant as Specified in its Charter)

                 CALIFORNIA                                           95-3770539
     ----------------------                                     ----------------
     (State  or  Other Jurisdiction of                          (I.R.S. Employer
      Incorporation  or  Organization)                       Identification No.)

            11150 W. OLYMPIC BOULEVARD, LOS ANGELES, CALIFORNIA 90064
                    (Address of Principal Executive Offices)

                    MARATHON  BANCORP 1998 STOCK OPTION PLAN
                            (Full Title of the Plan)

            CRAIG D. COLLETTE, PRESIDENT AND CHIEF EXECUTIVE OFFICER
            11150 W. OLYMPIC BOULEVARD, LOS ANGELES, CALIFORNIA 90064
                     (Name and Address of Agent for Service)

                                 (310) 996-9100
          (Telephone Number, including Area Code, of Agent for Service)

                                    Copy to:
                Gary Steven Findley, Esq. or Thomas Q. Kwan, Esq.
                        Gary Steven Findley & Associates
                            1470 North Hundley Street
                            Anaheim, California 92806
                                 (714) 630-7136

                         CALCULATION OF REGISTRATION FEE

Title  of  Each  Class   Amount   Proposed Maximum  Proposed Maximum  Amount of
  Of  Securities  To      To Be    Offering Price      Aggregate    Registration
   Be  Registered    Registered(a)   PerShare(b)     Offering Price    Fee
--------------------------------------------------------------------------------
Common  stock       700,000 Shares   $2.85            $1,995,000      $554.61
(No  Par  Value)
--------------------------------------------------------------------------------
(a)       The number of shares being registered is the number of shares issuable
under the Marathon Bancorp 1998 Stock Option Plan (the "1998 Plan").  Because of
certain events specified in the 1998 Plan, an indeterminate number of shares may
additionally  become  subject  to  issuance  under  the  1998  Plan.
(b)        Estimated pursuant to Rule 457(h) solely for the purpose of computing
the  registration  fee,  utilizing the $2.85 as the average of the bid and asked
price  of  Marathon  Bancorp's  common  stock  as  of  January  11,  1999.


<PAGE>
                                     PART II

ITEM  3.    INCORPORATION  OF  DOCUMENTS  BY  REFERENCE
-------     -------------------------------------------

Marathon  Bancorp.  (the  "Registrant")  hereby  incorporates  by  reference the
documents  listed  below.    All  documents subsequently filed by the Registrant
pursuant  to  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of  1934  prior to the filing of a post-effective amendment which indicates that
all  securities  offered have been sold or which deregisters all securities then
remaining  unsold, shall be deemed to be incorporated by reference herein and to
be  a  part  hereof  from  the  date  of  filing  such  documents.

(a)        The Registrant's last annual report filed on Form 10-KSB for December
31,  1997  filed  by  the Registrant pursuant to Section 13(a) of the Securities
Exchange  Act  of  1934.

(b)      The Registrant's quarterly report filed on Form 10-QSB for the quarters
ended  September  30,  1998.

(c)         The description of the Registrant's common stock is contained in its
Registration  Statement  on  Form  SB-2,  file  number  333-25479.

Any  statement  contained  herein  or  in any document incorporated by reference
herein  shall  be  deemed  to  be  modified  or  superseded for purposes of this
Registration  Statement to the extent that another statement contained herein or
in  any  other  document  subsequently  filed,  which  also  is  incorporated by
reference  herein,  modifies  or  supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to  constitute  a  part  of  this  Registration  Statement.

ITEM  4.    DESCRIPTION  OF  SECURITIES
-------     ---------------------------

Not  Applicable.

ITEM  5.    INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL
-------     -------------------------------------------

Not  Applicable.

ITEM  6.    INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS
-------     ---------------------------------------------

The  Articles  of  Incorporation  and  Bylaws  of  the  Registrant  provide  for
indemnification  of  agents  including  directors, officers and employees to the
maximum  extent allowed by California law.  The Articles of Incorporation of the
Registrant  further  provide  for  the  elimination  of  directors liability for
monetary  damages  to  the  maximum  extent  allowed  by  California  law.   The
indemnification laws of the State of California generally allow indemnification,
in  matters  not  involving  the  right  of  the corporation, to an agent of the
corporation  if  such  person  acted  in  good  faith,  in  a manner such person
reasonably  believed  to  be in the best interests of the corporation and in the
case  of  a  criminal  matter, had no reasonable cause to believe the conduct of
such  person  was  unlawful.  California laws, with respect to matters involving
the  right  of  a  corporation,  allow  indemnification  to  an  agent  of  the
corporation,  if  such  person  acted  in  good  faith,  in a manner such person
believed  to  be  in the best interests of the corporation and its shareholders;
provided  that  there  shall  be no indemnification for: (i) amounts paid in the
settlement  without  court approval for a pending action; (ii) expenses incurred
in  defending a pending action which is settled or otherwise disposed of without
court  approval;  (iii) matters in which such person shall have been adjudged to
be  liable  to  the  corporation unless the court determines that such person is
entitled  to  be  indemnified; or (iv) other matters specified in the California
Corporations  Code.

Registrant's  Bylaws  provide  that  Registrant  shall  to  the  maximum  extent
permitted  by  law  have  the  power  to  indemnify  its directors, officers and
employees.    Registrant's  Bylaws  also  provide that Registrant shall have the
power  to  purchase  and maintain insurance covering its directors, officers and
employees against any liability asserted against any of them and incurred by any
of  them,  whether  or  not  Registrant  would  have the power to indemnify them
against  such liability under the provisions of applicable law or the provisions
of  Registrant's  Bylaws.    Each  of  the  directors  and executive officers of
Registrant  has  an indemnification agreement with Registrant that provides that
Registrant  shall  indemnify  such  person  to the full extent authorized by the
applicable  provisions of California law and further provide advances to pay for
any  expenses  which  would  be  subject  to  reimbursement

ITEM  7.    EXEMPTION  FROM  REGISTRATION  CLAIMED
-------     --------------------------------------

Not  Applicable.

ITEM  8.    EXHIBITS
-------     --------

  5.1      Opinion  re:  Legality
23.1      Consent  of  Vavrinek,  Trine  &  Day  and  Company
99.1      Marathon  Bancorp  1998  Stock  Option  Plan  and  Agreements

ITEM  9.    UNDERTAKINGS
-------     ------------

The  undersigned  Registrant  hereby  undertakes:

(1)        To file, during any period in which offers or sales are being made, a
      post-effective  amendment  to  this  Registration  Statement:

     (i)          To  include any prospectus required by Section 10(a)(3) of the
Securities  Act  of  1933;

     (ii)     To reflect in the prospectus any facts or events arising after the
effective  date of the Registration Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change  in the information set forth in the Registration Statement;

     (iii)       To include any material information with respect to the plan of
distribution  not  previously  disclosed  in  the  Registration Statement or any
material  change  to  such  information  in  the  Registration  Statement;




provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
Registration  Statement  is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic  reports  filed  with  or furnished to the Commission by the Registrant
pursuant  to  Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that  are  incorporated  by  reference  in  the  Registration  Statement.

(2)      That, for the purpose of determining any liability under the Securities
Act  of  1933,  each  such  post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

(3)       To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

The  undersigned  Registrant hereby undertakes that, for purposes of determining
any  liability under the Securities Act of 1933, each filing of the Registrant's
annual  report  pursuant  to  Section  13(a)  or Section 15(d) of the Securities
Exchange  Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934)  that  is incorporated by reference in the Registration Statement shall be
deemed  to  be  a  new registration statement relating to the securities offered
therein,  and the offering of such securities at that time shall be deemed to be
the  initial  bona  fide  offering  thereof.

Insofar  as  indemnification for liabilities arising under the Securities Act of
1933  may  be  permitted  to  directors, officers and controlling persons of the
Registrant  pursuant  to  the foregoing provisions, or otherwise, the Registrant
has  been  advised that in the opinion of the Securities and Exchange Commission
such  indemnification  is  against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such  liabilities (other than the payment by the Registrant of expenses incurred
or  paid  by  a director, officer or controlling person of the Registrant in the
successful  defense  of  any  action,  suit  or  proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such  issue.



<PAGE>

SIGNATURES

Pursuant  to  the  requirements  of  the  Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized in the City of Los Angeles, State of California, on January 11, 1999.

                              MARATHON  BANCORP



                              /s/ Craig C. Collette
                              ---------------------   
                              Craig  D.  Collette
                              President  &  CEO

<PAGE>

Pursuant  to  the  requirements of the Securities Act of 1933, this Registration
Statement  has been signed by the following persons in the capacities and on the
dates  indicated.



---------------------,  Director                                
Robert J. Abernethy


---------------------,  Director                                
Frank Jobe, M.D.

/s/ C. Thomas Mallos
---------------------,  Director                                January 11, 1999
C. Thomas Mallos


---------------------,  Director                             
Robert Oltman

/s/ Ann Pappas
---------------------,  Director                                January 11, 1999
Ann Pappas

/s/ Nikolas Patsaouras
---------------------,  Chairman                                January 11, 1999
Nikolas  Patsaouras

/s/ Craig C. Collette
--------------------------,  Director,  President  and          January 11, 1999
Craig D. Collette            Chief Executive Officer

/s/ Howard J. Stanke
--------------------------,  Executive  Vice  President,        January 11, 1999
Howard J. Stanke             Principal Financial Officer
                             and  Principal  Accounting
                             Officer



<PAGE>
                                     EXHIBIT  INDEX


                                                                    Sequentially
Exhibit                                                                 Numbered
Number                      Description                                     Page
------                      -----------                              -----------

 5.1                    Opinion  re:  Legality                                 8

23.1                    Consent of Vavrinek, Trine, Day & Company             10

99.1                    Marathon  Bancorp  1998  Stock
                        Option  Plan  and  Agreements                         12


<PAGE>
                                      EXHIBIT  5.1

                                OPINION  RE:    LEGALITY


<PAGE>
                 G A R Y   S T E V E N   F I N D L E Y   &   A S S O C I A T E S

Gary  Steven  Findley*          A PROFESSIONAL CORPORATION             Telephone
Thomas  Q.  Kwan                    ATTORNEYS AT LAW             (714)  630-7136
Laura  Dean-Richardson                                                Telecopier
Debra  L. Barbin              1470 NORTH HUNDLEY STREET          (714)  630-7910
----                             ANAHEIM,  CALIFORNIA  92806     (714)  630-2279
*A  Professional  Corporation


December  18,  1998



Marathon  Bancorp
11150  W.  Olympic  Boulevard
Los  Angeles,  California,  90064

Re: Registration  Statement  on  Form  S-8

Gentlemen:

At your request, we have examined the form of Registration Statement to be filed
with  the Securities and Exchange Commission in connection with the registration
under  the  Securities Act of 1933, as amended, for the offer and sale, pursuant
to  the  Marathon  Bancorp 1998 Stock Option Plan, of 700,000 shares of Marathon
Bancorp  common  stock, no par value (the "Common Stock") issuable upon exercise
of  stock  options  to  be  granted under the Marathon Bancorp 1998 Stock Option
Plan.   We are familiar with the actions taken or to be taken in connection with
the  authorization,  issuance  and  sale  of  the  Common  Stock.

It  is  our  opinion  that,  subject  to  said  proceedings being duly taken and
completed  as  now  contemplated  before  the issuance of the Common Stock, said
Common  Stock,  will,  upon the issuance and sale thereof in accordance with the
Marathon  Bancorp  1998  Stock  Option  Plan  referred  to  in  the Registration
Statement,  be  legally  and  validly  issued,  fully  paid  and  nonassessable.

We  consent  to  the  use  of  this  opinion  as  an exhibit to the Registration
Statement.

                              Respectfully  submitted,

                              GARY  STEVEN  FINDLEY  &  ASSOCIATES

                          By: /s/  Thomas  Q.  Kwan

                              Thomas  Q.  Kwan
                              Attorney  at  Law

TQK:bl


<PAGE>
                                  EXHIBIT 23.1

                    CONSENT OF VAVRINEK, TRINE, DAY & COMPANY


<PAGE>
                         INDEPENDENT AUDITORS' CONSENT

Board of Directors and Shareholders
Marathon Bancorp
Los Angeles, California

We  consent  to  the incorporation by reference in the Registration Statement of
Marathon  Bancorp on form S-8 of our report dated January 27, 1998, on our audit
of  the consolidated balance sheet of Marathon Bancorp as of December 31, 1997,
and the related consolidated statements of operations, changes in stockholder's
equity and cash flows for each of the two years in the period ended December 31,
1997, which report is incorporated by reference in the 1997 Annual Report on
Forn 10-KSB.


Vavrinek,  Trine  Day  &  Co., LLP
Laguna Hills,  California
January 12, 1999


<PAGE>
                                  EXHIBIT 99.1

                     MARATHON BANCORP 1998 STOCK OPTION PLAN
                             STOCK OPTION AGREEMENTS

<PAGE>

                                MARATHON BANCORP

                             1998 STOCK OPTION PLAN



1.          PURPOSE
            -------
     The  purpose of the Marathon Bancorp 1998 Stock Option Plan (the "Plan") is
to  strengthen  Marathon Bancorp ("Company") and those corporations which are or
hereafter  become  subsidiary  corporations  of  the  Company  by  providing  an
additional  means  of attracting and retaining competent directors, officers and
management level employees and by providing to participating directors, officers
and  management  level employees added incentive for high levels of performance.
The  Plan  seeks  to  accomplish  these  purposes  and  achieve these results by
providing  a  means  whereby  such  directors,  officers  and  management  level
employees  may  purchase  shares  of the common stock of the Company pursuant to
options  granted  in  accordance  with  the  Plan.
     Options  granted  pursuant to the Plan are intended to be either "incentive
stock options" within the meaning of Section 422 of the Internal Revenue Code of
1986,  as  amended  from  time  to  time  (the  "Code"),  or "nonqualified stock
options",  as  shall  be determined and designated upon the grant of each option
hereunder.

2.          ADMINISTRATION
            --------------
     The  Plan  shall  be  administered by the Board of Directors (the "Board").
Any  action of the Board with respect to the administration of the Plan shall be
taken  pursuant  to  a  majority  vote, or the unanimous written consent, of its
members.    Subject  to the express provisions of the Plan, the Board shall have
the  authority to construe and interpret the Plan, define the terms used herein,
prescribe,  amend  and  rescind,  the  rules  and  regulations  relating  to
administration  of  the  Plan,  and  make  all other determinations necessary or
advisable  for  administration  of  the  Plan.
     All  decisions,  determinations,  interpretations  or  other actions by the
Board  shall  be  final,  conclusive  and  binding  on  all  persons, optionees,
grantees,  subsidiary corporations of the Company and any successors-in-interest
to  such  parties.

3.          INCENTIVE  STOCK  OPTIONS
            -------------------------
     All  options  granted  which  are  designated  at  the  time of grant as an
"incentive  stock  option"  shall  be  deemed  an  incentive  stock  option.
     (a)       Incentive stock options granted under the Plan are intended to be
qualified  under  Section  422  of  the  Code.
     (b)       Full-time salaried officers and management level employees of the
Company  or  a subsidiary corporation (as that term is defined in Section 424(f)
of  the  Code),  shall be eligible for selection to participate in the incentive
stock  option portion of the Plan.  No director of the Company who is not also a
full-time  salaried  officer  or  employee  of  the  Company  or  a  subsidiary
corporation, may be granted an incentive stock option hereunder.  Subject to the
express  provisions  of  the  Plan, the Board shall (i) select from the eligible
class  of  employees  and  determine  to  whom  incentive stock options shall be
granted, (ii) determine the discretionary terms and provisions of the respective
incentive stock option agreements (which need not be identical), (iii) determine
the times at which such incentive stock options shall be granted, (iv) determine
the  number of shares subject to each incentive stock option, and (v) grant such
incentive stock options to such individuals.  An individual who has been granted
an  incentive  stock  option  may,  if he or she is otherwise eligible under the
Plan,  be  granted  additional  incentive  stock  options  if the Board shall so
determine.
     (c)        Except as described in subsection (e) below, the Board shall not
grant an incentive stock option to purchase shares of the Company's common stock
to any individual who, at the time of the grant, owns stock possessing more than
10%  of  the total combined voting power or value of all classes of stock of the
Company or a subsidiary corporation.  The attribution rules of Section 424(d) of
the  Code  shall  apply  in  the  determination  of ownership of stock for these
purposes.
     (d)          The aggregate fair market value (determined as of the time the
incentive  stock  option  is  granted)  of stock with respect to which incentive
stock  options  are  exercisable  for the first time by an individual during any
calendar  year  (under all plans of the Company and its subsidiary corporations,
if  any)  shall not exceed $100,000, plus any greater amount as may be permitted
under  subsequent  amendments  to  the  Code.
     (e)      The purchase price of stock subject to each incentive stock option
shall  be determined by the Board but shall not be less than one hundred percent
(100%)  of  the  fair  market  value  of  such  stock at the time such option is
granted,  except, in the case of optionees who at the time of the grant own more
than  ten  percent  (10%)  of  the total combined voting power of all classes of
stock  of  the  Company, its parent or subsidiary corporation, in which case the
purchase  price  of  the  stock  shall  not be less than one hundred ten percent
(110%) of the fair market value of such stock at the time such option is granted
and  the term of such option shall be for no more than five (5) years.  The fair
market value of such stock shall be determined in accordance with any reasonable
valuation  method,  including  the  valuation  methods  described  in  Treasury
Regulation  Section  20.2031-2.

4.          NONQUALIFIED  STOCK  OPTIONS
            ----------------------------
     (a)       All options granted which are (i) in excess of the aggregate fair
market  value  limitations  set forth in Section 3(d) hereof, (ii) designated at
the time of the grant as "nonqualified", or (iii) intended to be incentive stock
options  but  do  not meet the requirements of incentive stock options, shall be
deemed nonqualified stock options.  Nonqualified stock options granted hereunder
shall  be  so designated in the nonqualified stock option agreement entered into
between  the  Company  and  the  optionee.
     (b)          Directors,  full-time  salaried  officers and management level
employees  of  the  Company  or  a  subsidiary corporation shall be eligible for
selection  to  participate in the nonqualified stock option portion of the Plan.
Subject  to  the express provisions of the Plan, the Board shall (i) select from
the  eligible  class  of  individuals  and  determine to whom nonqualified stock
options  shall be granted, (ii) determine the discretionary terms and provisions
of  the  respective  nonqualified  stock  option  agreements  (which need not be
identical),  (iii)  determine the times at which such nonqualified stock options
shall  be  granted,  (iv)  determine  the  number  of  shares  subject  to  each
nonqualified  stock option and (v) grant such nonqualified stock options to such
individuals.    An  individual  who has been granted a nonqualified stock option
may,  if  he  or she is otherwise eligible under the Plan, be granted additional
nonqualified  stock  options  if  the  Board  shall  so  determine.
     (c)          The purchase price of stock subject to each nonqualified stock
option  shall  be determined by the Board but shall not be less than one hundred
percent (100%) of the fair market value of such stock at the time such option is
granted,  except, in the case of optionees who at the time of the grant own more
than  ten  percent  (10%)  of  the total combined voting power of all classes of
stock  of  the Company, its parent or subsidiary corporations, in which case the
purchase  price  of  the  stock  shall  not be less than one hundred ten percent
(110%)  of  the  fair  market  value  of  such  stock at the time such option is
granted.   The fair market value of such stock shall be determined in accordance
with  any reasonable valuation method, including the valuation methods described
in  Treasury  Regulation  20.2031-2.

5.          STOCK  SUBJECT  TO  THE  PLAN
            -----------------------------
     Subject  to  adjustments as provided in Section 12, hereof, the stock to be
offered  under the Plan shall be shares of the Company's authorized but unissued
common  stock  (hereinafter called "stock") and the aggregate amount of stock to
be  delivered  upon  exercise  of  all  options granted under the Plan shall not
exceed  700,000  shares.  If any option shall be canceled, surrendered or expire
for  any  reason  without  having  been exercised in full, the underlying shares
subject  thereto  shall  again  be  available  for  purposes  of  the  Plan.

6.          CONTINUATION  OF  EMPLOYMENT
            ----------------------------
     Nothing  contained  in the Plan (or in any option agreement) shall obligate
the Company or a subsidiary corporation to employ any optionee for any period or
interfere  in  any way with the right of the Company or a subsidiary corporation
to  reduce the optionee's compensation.  However, the Company may not reduce the
terms  of  any  option  without  the  approval  of  the  optionee.

7.          EXERCISE  OF  OPTIONS
            ---------------------
     No  option  shall  be  exercisable  until  all  necessary  regulatory  and
shareholder approvals of the Plan are obtained.  Except as otherwise provided in
this  section, each option shall be exercisable in such installments, which need
not  be  equal,  and  upon  such  contingencies  as  the  Board shall determine;
provided, however, that if an optionee shall not in any given installment period
purchase  all  of  the shares which the optionee is entitled to purchase in such
installment period, the optionee's right to purchase any shares not purchased in
such  installment  period shall continue until expiration or termination of such
option.  Notwithstanding the foregoing, the options shall vest at the rate of at
least  20% per year over a five year period from the date the option is granted.
     Fractional  share  interests  shall be disregarded, except that they may be
accumulated.    Not  less  than ten (10) shares may be purchased at any one time
unless  the  number  of  shares purchased is the total number of shares which is
exercisable  at such time.  Options may be exercised by written notice delivered
to  the Company stating the number of shares with respect to which the option is
being exercised, together with the full purchase price for such shares.  Payment
of  the  option price in full, for the number of shares to be delivered, must be
made  (a)  in  cash  or  (b) subject to applicable law, with the Company's stock
previously  acquired by the optionee and held by the optionee for a period of at
least  six  months.  Notwithstanding the foregoing, in the event an optionee who
has  an  incentive  stock  option  does  exercise  the incentive stock option by
utilizing  (b)  above,  the  optionee  should  obtain  tax  advice  as  to  the
consequences  of  such  action.    The equivalent dollar value of shares used to
effect  a  purchase  shall be the fair market value of the shares on the date of
exercise.    If  the  option  is  being  exercised  by any person other than the
optionee, said notice shall be accompanied by proof, satisfactory to counsel for
the Company, of the right of such person to exercise the option.  Optionees will
have  no  rights as shareholders with respect to stock of the Company subject to
their  stock  option  agreements  until  the  date  of  issuance  of  the  stock
certificate  to  them.

8.          NONTRANSFERABILITY  OF  OPTIONS
            -------------------------------
     Each  option  shall, by its terms, be nontransferable by the optionee other
than  by  will or the laws of descent and distribution, and shall be exercisable
during  his  or  her  lifetime  only  by  the  optionee.

9.          CESSATION  OF  DIRECTORSHIP  OR  EMPLOYMENT
            -------------------------------------------
     Except  as  provided in Sections 10 and 20 hereof, if an optionee ceases to
be  a director or an employee of the Company or a subsidiary corporation for any
reason  other  than his or her disability (as defined in Section 22(e)(3) of the
Code)  or  death,  the optionee's option shall expire three (3) months after the
date of termination of such directorship or employment.  During the period after
cessation  of  directorship or employment, such option shall be exercisable only
as  to  those  installments,  if any, which have accrued and/or vested as of the
date on which the optionee ceased to be a director or an employee of the Company
or  a  subsidiary  corporation.

10.          TERMINATION  OF  EMPLOYMENT  FOR  CAUSE
             ---------------------------------------
     If  the  stock option agreement so provides and if an optionee's employment
by  the  Company  or  a  subsidiary  corporation  is  terminated  for cause, the
optionee's  option  shall  expire  thirty  (30)  days  from  the  date  of  such
termination.    Termination  for  cause  shall  include,  but not be limited to,
termination for malfeasance or gross misfeasance in the performance of duties or
conviction  of  a  crime  involving  moral  turpitude,  and,  in  any event, the
determination  of  the Board with respect thereto shall be final and conclusive.

11.          DISABILITY  OR  DEATH  OF  OPTIONEE
             -----------------------------------
     If  any  optionee  dies  while  serving as a director or an employee of the
Company  or a subsidiary corporation, the option shall expire one (1) year after
the  date  of  such  death, except as provided in Section 20 hereof.  After such
death  but  before  such  expiration,  the persons to whom the optionee's rights
under  the  option  shall  have  passed  by  will  or by the laws of descent and
distribution  or  the  executor or administrator of optionee's estate shall have
the  right  to exercise such option to the extent that installments, if any, had
accrued  and/or  vested  as  of  the  date  on which the optionee ceased to be a
director  or  an  employee  of  the  Company  or  a  subsidiary  corporation.
     If the optionee shall terminate his or her employment because of disability
(as  defined  in  Section  22(e)(3) of the Code), the optionee may exercise this
option  to the extent he or she is entitled to do so at the date of termination,
at  any  time within one (1) year of the date of termination, except as provided
in  Section  20  hereof.
     If  any  optionee  dies  during  the  three (3) month period referred to in
Section  9  hereof,  the option shall expire one (1) year after the date of such
death,  except  as  provided  in  Section  20  hereof.

12.          ADJUSTMENT  UPON  CHANGES  IN  CAPITALIZATION
             ---------------------------------------------
     If  the  outstanding  shares  of  the  stock  of the Company are increased,
decreased, changed into or exchanged for a different number or kind of shares or
securities  of  the  Company  through  reorganization,  merger, recapitalization
(meaning a change in the rights, preferences, privileges, or restrictions on the
Company's  common  stock),  reclassification, stock split, stock dividend, stock
consolidation or otherwise, without consideration to the Company, an appropriate
and  proportionate  adjustment shall be made in the number and kind of shares as
to which options may be granted.  A corresponding adjustment changing the number
or  kind  of  shares  and  the exercise price per share allocated to unexercised
options  or  portions  thereof,  which shall have been granted prior to any such
change  shall likewise be made.  Any such adjustment, however, in an outstanding
option  shall  be  made  without  change  in  the  total price applicable to the
unexercised  portion  of  the option, but with a corresponding adjustment in the
price  for  each share subject to the option.  Any adjustment under this Section
12  shall be made by the Board, whose determination as to what adjustments shall
be  made,  and the extent thereof, shall be final and conclusive.  No fractional
shares  of  stock shall be issued or made available under the Plan on account of
any such adjustment, and fractional share-interests shall be disregarded, except
that  they  may  be  accumulated.

13.          TERMINATING  EVENTS
             -------------------
     A  Terminating  Event  shall be defined as any one of the following events:
(i)  a  dissolution or liquidation of the Company; (ii) a reorganization, merger
or  consolidation  of  the  Company with one or more corporations, the result of
which  (A)  the  Company  is  not  the surviving corporation, or (B) the Company
becomes  a  subsidiary  of  another  corporation  (which shall be deemed to have
occurred  if  another  corporation shall own directly or indirectly, over 80% of
the aggregate voting power of all outstanding equity securities of the Company);
(iii)  a  sale  of  substantially  all  the  assets  of  the  Company to another
corporation; or (iv) a sale of the equity securities of the Company representing
more than 80% of the aggregate voting power of all outstanding equity securities
of  the Company to any person or entity, or any group of persons and/or entities
acting  in  concert.  When the Company knows that a Terminating Event will occur
(i)  the  Company  shall  deliver to each optionee no less than thirty (30) days
prior  to  the  Terminating Event, written notification of the Terminating Event
and  the  optionee's right to exercise all options granted pursuant to the Plan,
whether  or  not vested under the Plan or applicable stock option agreement, and
(ii)  all outstanding options granted pursuant to the Plan shall completely vest
and  become  immediately  exercisable  as  to all shares granted pursuant to the
option  immediately  prior  to  such  Terminating Event.  This right of exercise
shall  be  conditional  upon  execution  of  a  final  plan  of  dissolution  or
liquidation  or  a  definitive  agreement  of consolidation or merger.  Upon the
occurrence  of  the Terminating Event all outstanding options and the Plan shall
terminate;  provided,  however, that any outstanding options not exercised as of
the  occurrence  of  the  Terminating  Event  shall  not terminate if there is a
successor  corporation  which assumes the outstanding options or substitutes for
such  options,  new options covering the stock of the successor corporation with
appropriate  adjustments  as  to  the  number  and  kind  of  shares and prices.

14.          AMENDMENT  AND  TERMINATION
             ---------------------------
     The  Board  may  at  any time suspend, amend or terminate the Plan and may,
with  the  consent  of  the  optionee,  make  such modification of the terms and
conditions  of  the  option as it shall deem advisable; provided that, except as
permitted  under  the  provisions  of Sections 12 and 13 hereof, no amendment or
modification  which  would:

     (a) increase  the  maximum number of shares which may be purchased
pursuant  to  options  granted  under  the Plan either in the aggregate or by an
individual;

     (b) change  the  minimum  option  price;

     (c) increase  the  maximum term of options provided for herein; or

     (d) permit  options  to be granted to anyone other than directors,
full-time  salaried  officers  or management level employees of the Company or a
subsidiary  corporation;

may  be  adopted  without  the  Company  having  first  obtained  any  necessary
regulatory  and  shareholder  approvals  required  by  law.
     No  option may be granted during any suspension or after termination of the
Plan.    Amendment,  suspension  or termination of the Plan shall not (except as
otherwise  provided  in Section 12 hereof), without the consent of the optionee,
alter  or impair any rights or obligations under any option theretofore granted.

15.          TIME  OF  GRANTING  OPTIONS
             ---------------------------
     The  time an option is granted, sometimes referred to as the date of grant,
shall  be the day of the action of the Board described in Sections 3(b) and 4(b)
hereof; provided, however, that if appropriate resolutions of the Board indicate
that an option is granted as of and on some future date, the time such option is
granted shall be such future date.  If action by the Board is taken by unanimous
written consent of its members, the action of the Board shall be deemed to be at
the  time  the  last  member  of  the    Board  signs  the  consent.

16.          PRIVILEGES  OF  STOCK  OWNERSHIP;
             ---------------------------------
             SECURITIES  LAW  COMPLIANCE;  NOTICE  OF  SALE
             ----------------------------------------------
     No  optionee  shall  be entitled to the privileges of stock ownership as to
any  shares of stock not actually issued.  No shares shall be purchased upon the
exercise  of any option unless and until the Company has fully complied with all
applicable  requirements  of  any regulatory agency having jurisdiction over the
Company  including  registration  of the stock options and underlying shares, as
necessary,  and  all applicable requirements of any exchange upon which stock of
the  Company  may  be listed.  The optionee shall give the Company notice of any
sale  or  disposition  of any such shares not more than five (5) days after such
sale  or  disposition.

17.          EFFECTIVE  DATE  OF  THE  PLAN
             ------------------------------
     The  Plan  shall  be  deemed  adopted by the Board as of March 23, 1998 and
shall  be  effective  immediately subject to approval by the shareholders of the
Company  within  twelve months of the date the Plan is adopted, by the vote of a
majority of the outstanding shares represented and voting at a duly held meeting
of  shareholders at which a quorum is present, or by the written consent vote of
the  holders of a majority of the outstanding shares of the Company's stock.  No
option  under the Plan shall be exercised prior to the shareholders' approval of
the  Plan.

18.          TERMINATION
             -----------
     Unless  previously terminated by the Board, the Plan shall terminate at the
close of business on March 23, 2008.  No options shall be granted under the Plan
thereafter,  but  such  termination  shall  not  affect  any  option theretofore
granted.

19.          OPTION  AGREEMENT
             -----------------
     Each option shall be evidenced by a written stock option agreement executed
by  the  Company  and  the optionee and shall contain each of the provisions and
agreements  herein specifically required to be contained therein, and such other
terms  and  conditions as are deemed desirable and are not inconsistent with the
Plan.    Each  incentive  stock  option  agreement  shall contain such terms and
provisions  as  the Board may determine to be necessary in order to qualify such
option  as  an  incentive  stock option within the meaning of Section 422 of the
Code.

20.          OPTION  PERIOD
             --------------
     Each  option and all rights and obligations thereunder shall expire on such
date as the Board may determine, but not later than ten (10) years from the date
such  option is granted, and shall be subject to earlier termination as provided
elsewhere  in  the  Plan.

21.          EXCULPATION  AND  INDEMNIFICATION
             ---------------------------------
     To  the  extent permitted by applicable law in effect from time to time, no
member  of the Board shall be liable for any act or omission of any other member
of  the  Board  nor for any act or omission on the member's own part, except the
member's  own  willful  misconduct  or  gross  negligence.   The Company and its
subsidiary  corporations  shall pay expenses incurred by, and satisfy a judgment
or  fine  rendered or levied against, a present or former member of the Board in
any  action  brought  by  a  third party against such person (whether or not the
Company is joined as a party defendant) to impose a liability or penalty on such
person  while  a  member  of  the  Board  arising  with  respect  to the Plan or
administration  thereof  or  out  of  membership  on  the  Board  or  all or any
combination  of the preceding; provided, the Board determines in good faith that
such  member  of  the Board was acting in good faith, within what such member of
the  Board  reasonably  believed  to  be  the  scope of his or her employment or
authority,  and  for  a purpose which he or she reasonably believed to be in the
best  interests  of  the  Company  or  its  shareholders.    Payments authorized
hereunder include amounts paid and expenses incurred in settling any such action
or  threatened  action.  This Section 21 does not apply to any action instituted
or maintained in the right of the Company by a shareholder or holder of a voting
trust certificate representing shares of the Company or a subsidiary corporation
thereof.  The provisions of this Section 21 shall apply to the estate, executor,
administrator, heirs, legatees or devisees of a member of the Board and the term
"person"  as  used  in  this  Section  21  shall  include  the estate, executor,
administrator,  heirs,  legatees  or  devisees  of  such  person.

22.          AGREEMENT  AND  REPRESENTATIONS  OF  OPTIONEE
             ---------------------------------------------
     Unless  the  shares  of stock covered by the Plan have been registered with
the Securities Exchange Commission, each optionee shall, by accepting an option,
represent  and  agree, for himself or herself and his or her transferees by will
or  the  laws  of  descent and distribution, that all stock will be acquired for
investment  and  not  for  resale  or  distribution.   Upon such exercise of any
portion  of  an  option,  the  person  entitled to exercise the same shall, upon
request  of the Company, furnish evidence satisfactory to the Company (including
a  written  and  signed  representation)  to  the effect that the stock is being
acquired  in  good  faith  for  investment  and  not for resale or distribution.
Furthermore, the Company, at its sole discretion, may take all reasonable steps,
including  affixing the following legend (and/or such other legend or legends as
counsel  shall  require)  on  certificates  embodying  the  shares:

The  shares  represented  by this certificate have not been registered under the
Securities  Act  of 1933 and may not be sold, pledged, hypothecated or otherwise
transferred  or  offered  for  sale  in the absence of an effective registration
statement  with  respect  to  them under the Securities Act of 1933 or a written
opinion of counsel for the optionee which opinion shall be acceptable to counsel
for  the  Company  that  registration  is  not  required.

to assure itself against any sale or distribution by the optionee which does not
comply  with  the  Plan  or  any  federal  or  state  securities  laws.
     The  Company  agrees  to  remove  any  legend  affixed  to the certificates
embodying the shares pursuant to this Section 22 when all of the restrictions on
the transfer of the shares, whether imposed by the Plan or federal or state law,
have  terminated.

23.          INFORMATION  TO  EMPLOYEES
             --------------------------

     The  Company  shall  provide  optionees  with  financial  statements of the
Company  at  least  annually.


<PAGE>

NOTWITHSTANDING  ANY  OTHER  PROVISION  OF  THIS  AGREEMENT,  NO  SHARES  OF THE
COMPANY'S  COMMON  STOCK  SHALL  BE  ISSUED  PURSUANT HERETO UNLESS THE MARATHON
BANCORP  1998  STOCK  OPTION  PLAN  SHALL  HAVE  FIRST  BEEN  APPROVED  BY  THE
SHAREHOLDERS  OF  THE  COMPANY.


                                MARATHON BANCORP

                        INCENTIVE STOCK OPTION AGREEMENT


     This Incentive Stock Option Agreement (the "Agreement") is made and entered
into as of the ______ day of __________, _____, by and between Marathon Bancorp,
a  California  corporation  (the  "Company"), and ________________ ("Optionee");
     WHEREAS,  pursuant  to  the  Marathon  Bancorp  1998 Stock Option Plan (the
"Plan"),  a  copy  of  which  is  attached hereto, the Board of Directors of the
Company  has  authorized  granting  to  Optionee  an  incentive  stock option to
purchase  all  or  any  part  of  ______________ (_____) authorized but unissued
shares  of  the  Company's  common  stock  at  the price of ________ Dollars and
_______  Cents  ($__.__)  per share, such option to be for the term and upon the
terms  and  conditions  hereinafter  stated;
     NOW,  THEREFORE,  it  is  hereby  agreed:
     1.     GRANT OF OPTION.  Pursuant to said action of the Board of Directors,
            ---------------
the  Company  hereby grants to Optionee the option to purchase, upon and subject
to  the terms and conditions of the Plan which is incorporated in full herein by
this  reference,  all  or  any  part  of  ______________  (_____)  shares of the
Company's  common  stock  (hereinafter  called  "stock")  at  the  price  of
_____________  Dollars  and _______ Cents ($__.__) per share, which price is not
less  than  one hundred percent (100%) of the fair market value of the stock (or
not  less  than  110%  of  the  fair  market  value  of  the  stock  for
Optionee-shareholders  who own securities possessing more than ten percent (10%)
of  the total combined voting power of all classes of securities of the Company,
its  parent  or subsidiary corporation) as of the date of action of the Board of
Directors  granting  this  option.
     2.          EXERCISABILITY.    This  option  shall  be  exercisable  as  to
                 --------------  
________________________________________________________________________________
_______________________________________________________________________________.

This  option  shall  remain  exercisable  as  to  all  vested  shares  until
______________  __,  _____ (but not later than ten (10) years from the date this
option  is  granted)  unless  this  option  has expired or terminated earlier in
accordance  with  the provisions hereof or in the Plan.  Subject to paragraphs 4
and  5,  shares  as  to  which  this  option becomes exercisable pursuant to the
foregoing  provision  may  be  purchased at any time prior to expiration of this
option.
     3.      EXERCISE OF OPTION.  This option may be exercised by written notice
             ------------------
(substantially  in the form as that which is attached as Exhibit A) delivered to
the  Company  stating  the number of shares with respect to which this option is
being  exercised,  together with (a) cash in the amount of the purchase price of
such  shares,  or  (b)  subject  to  applicable  law,  with  the Company's stock
previously  acquired  by  Optionee and held by Optionee for a period of at least
six  months.  Notwithstanding the foregoing, in the event Optionee does exercise
the  option  by utilizing (b) above, Optionee should obtain tax advice as to the
consequences  of such action.  Not less than ten (10) shares may be purchased at
any  one  time  unless  the  number  purchased  is the total number which may be
purchased  under  this  option  and in no event may the option be exercised with
respect  to  fractional  shares.  Upon exercise, Optionee shall make appropriate
arrangements  and  shall  be  responsible for the withholding of any federal and
state  taxes  then  due.
     4.       CESSATION OF EMPLOYMENT.  Except as provided in Paragraphs 2 and 5
              -----------------------
hereof, if Optionee shall cease to be an employee of the Company or a subsidiary
corporation for any reason other than Optionee's death or disability [as defined
in  Section  22(e)(3) of the Internal Revenue Code of 1986, as amended from time
to  time  (the  "Code")],  this option shall expire three (3) months thereafter.
During  the  three  (3) month period this option shall be exercisable only as to
those  installments,  if  any,  which  had  accrued as of the date when Optionee
ceased  to  be  an  employee  of  the  Company  or  a  subsidiary  corporation.
     5.      TERMINATION OF EMPLOYMENT FOR CAUSE.  If Optionee's employment with
             -----------------------------------
the  Company  or  a  subsidiary corporation is terminated for cause, this option
shall  expire  thirty  (30) days from the date of such termination.  Termination
for  cause  shall include, but not be limited to, termination for malfeasance or
gross  misfeasance  in  the  performance  of  duties  or  conviction  of a crime
involving  moral turpitude, and, in any event, the determination of the Board of
Directors  with  respect  thereto  shall  be  final  and  conclusive.
     6.        NONTRANSFERABILITY; DEATH OR DISABILITY OF OPTIONEE.  This option
               ---------------------------------------------------
shall  not  be  transferable  except  by  will  or  by  the  laws of descent and
distribution  and  shall  be  exercisable  during  Optionee's  lifetime  only by
Optionee.    If  Optionee  dies while serving as an employee of the Company or a
subsidiary  corporation,  or  during  the  three (3) month period referred to in
Paragraph  4  hereof,  this  option  shall expire one (1) year after the date of
Optionee's  death  or  on  the day specified in Paragraph 2 hereof, whichever is
earlier.  After Optionee's death but before such expiration, the persons to whom
Optionee's  rights under this option shall have passed by will or by the laws of
descent  and  distribution or the executor or administrator of Optionee's estate
shall  have  the  right  to  exercise  this  option as to those shares for which
installments  had  accrued  under  Paragraph  2  hereof  as of the date on which
Optionee  ceased  to  be an employee of the Company or a subsidiary corporation.
     If  Optionee  terminates  his  or  her employment because of disability (as
defined  in  Section 22(e)(3) of the Code), Optionee may exercise this option to
the  extent  he  or  she is entitled to do so at the date of termination, at any
time  within  one  (1) year of the date of termination, or before the expiration
date  specified  in  Paragraph  2  hereof,  whichever  is  earlier.
     7.        EMPLOYMENT.  This Agreement shall not obligate the Company or a
               ----------
subsidiary corporation to employ Optionee for any period, nor shall it interfere
in  any  way with the right of the Company or a subsidiary corporation to reduce
Optionee's  compensation.
     8.       PRIVILEGES OF STOCK OWNERSHIP.  Optionee shall have no rights as a
              -----------------------------
shareholder with respect to the Company's stock subject to this option until the
date  of  issuance of stock certificates to Optionee.  Except as provided in the
Plan,  no  adjustment  will  be made for dividends or other rights for which the
record  date  is  prior  to  the  date  such  stock  certificates  are  issued.
     9.     MODIFICATION AND TERMINATION.  The rights of Optionee are subject to
            ----------------------------
modification  and  termination upon the occurrence of certain events as provided
in  Sections  13  and  14  of  the  Plan.
     10.     NOTIFICATION OF SALE.  Optionee agrees that Optionee, or any person
             --------------------
acquiring  shares upon exercise of this option, will notify the Company not more
than  five  (5)  days  after  any  sale  or  other  disposition  of such shares.
     11.      REPRESENTATIONS OF OPTIONEE.  No shares issuable upon the exercise
              ---------------------------
of  this  option  shall be issued and delivered unless and until the Company has
complied  with  all applicable requirements of California and federal law and of
the  Securities  and  Exchange  Commission  and  the  California  Department  of
Corporations  pertaining  to  the  issuance  and  sale  of  such shares, and all
applicable  listing  requirements  of the securities exchanges, if any, on which
shares  of  the  Company  of the same class are then listed.  Optionee agrees to
ascertain  that  such  requirements shall have been complied with at the time of
any exercise of this option.  In addition, if the Optionee is an "affiliate" for
purposes  of the Securities Act of 1933, there may be additional restrictions on
the  resale  of  stock,  and  Optionee  therefore agrees to ascertain what those
restrictions  are  and to abide by the restrictions and other applicable federal
and  state  securities  laws.
     Furthermore,  the Company may, if it deems appropriate, issue stop transfer
instructions  against  any  shares  of stock purchased upon the exercise of this
option  and  affix to any certificate representing such shares the legends which
the  Company  deems  appropriate.
     Optionee  represents  that  the Company, its directors, officers, employees
and  agents have not and will not provide tax advice with respect to the option,
and  Optionee  agrees  to  consult  with  his  or  her own tax advisor as to the
specific tax consequences of the option, including the application and effect of
federal,  state,  local  and  other  tax  laws.
     12.      NOTICES.  Any notice to the Company provided for in this Agreement
              -------
shall  be addressed to it in care of its President or Chief Financial Officer at
its  main  office  and  any  notice to Optionee shall be addressed to Optionee's
address  on  file with the Company or a subsidiary corporation, or to such other
address  as  either  may designate to the other in writing.  Any notice shall be
deemed  to  be duly given if and when enclosed in a properly sealed envelope and
addressed as stated above and deposited, postage prepaid, with the United States
Postal  Service.    In  lieu  of giving notice by mail as aforesaid, any written
notice  under  this  Agreement  may  be  given to Optionee in person, and to the
Company  by  personal  delivery  to  its  President  or Chief Financial Officer.
     13.          INCENTIVE  STOCK  OPTION.  This Agreement is intended to be an
                  ------------------------
incentive  stock  option  agreement  as  defined  in  Section  422  of the Code;
provided,  however,  that  if  the  option shall fail to constitute an incentive
stock  option  for  any  reason,  the option shall thereafter be governed by the
provisions  of  the  Plan  regarding  nonqualified  stock  options.


<PAGE>

IN  WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of the
day  and  year  first  above  written.

OPTIONEE                                                        MARATHON BANCORP




By______________________________          By____________________________________




                                          By____________________________________



<PAGE>
                                    EXHIBIT A
                                    ---------


                         NOTICE OF STOCK OPTION EXERCISE


Mr.  Craig  D.  Collette
President  and  Chief  Executive  Officer
Marathon  Bancorp
11150  W.  Olympic  Boulevard
Los  Angeles,  California  90064

Dear  Mr.  Collette:

Pursuant  to  my  incentive  stock  option agreement dated _______________, I am
exercising  my  stock  option  to acquire ____________ shares of common stock of
Marathon Bancorp  I am also enclosing payment by means of (cash in the amount of
                                                           ---------------------
$_________,  or  ________  qualifying  shares  of Marathon Bancorp having a fair
--------------------------------------------------------------------------------
market  value)  equal  to  the  sum  of  the  option  exercise  price.
-------------

I  further  acknowledge  that  Marathon  Bancorp  makes no representations as to
federal  or state tax matters, and that I am to consult with my own tax attorney
or tax accountant for advice with respect to the exercise of my stock option and
the  effect  of  the sale of the option shares.  [(For executive officers of the
                                                   -----------------------------
Company or insiders of the Company) I further acknowledge that I am an affiliate
  --------------------------------
or  insider  of Marathon Bancorp and that federal securities laws are applicable
to the exercise of the stock option and any subsequent sale of the option shares
including  the  applicability  of  the Securities Act of 1933 and Rule 144 (both
dealing  with  the sale of shares by an affiliate).  I agree to comply with such
securities  laws  and  rules.]

                              Sincerely,




                              _______________________________________
                              (Name  of  Optionee)

<PAGE>

NOTWITHSTANDING  ANY  OTHER  PROVISION  OF  THIS  AGREEMENT,  NO  SHARES  OF THE
COMPANY'S  COMMON  STOCK  SHALL  BE  ISSUED  PURSUANT HERETO UNLESS THE MARATHON
BANCORP  1998  STOCK  OPTION  PLAN  SHALL  HAVE  FIRST  BEEN  APPROVED  BY  THE
SHAREHOLDERS  OF  THE  COMPANY.


                                MARATHON BANCORP

                       NONQUALIFIED STOCK OPTION AGREEMENT


     This  Nonqualified  Stock  Option  Agreement  (the "Agreement") is made and
entered  into  as  of  the  ______  day  of _____________, _____, by and between
Marathon Bancorp, a California corporation (the "Company"), and _______________,
("Optionee");
     WHEREAS,  pursuant  to  the  Marathon  Bancorp  1998 Stock Option Plan (the
"Plan"),  a  copy  of  which  is  attached hereto, the Board of Directors of the
Company  has  authorized  granting  to  Optionee  a nonqualified stock option to
purchase all or any part of  _______________ (_________) authorized but unissued
shares  of  the  Company's  common  stock  at  the price of ________ Dollars and
_______  Cents  ($__.__)  per share, such option to be for the term and upon the
terms  and  conditions  hereinafter  stated;
     NOW,  THEREFORE,  it  is  hereby  agreed:
     1.     GRANT OF OPTION.  Pursuant to said action of the Board of Directors,
            ---------------
the  Company  hereby grants to Optionee the option to purchase, upon and subject
to  the terms and conditions of the Plan which is incorporated in full herein by
this  reference,  all  or  any  part  of  _______________ (______) shares of the
Company's  common  stock  (hereinafter called "stock") at the price of  ________
Dollars  and  _______ Cents ($__.__) per share, which price is not less than one
hundred  percent (100%) of the fair market value of the stock (or less than 110%
of the fair market value of the stock if the Optionee owns securities possessing
more than ten percent (10%) of the total combined voting power of all classes of
securities  of  the  Company, its parent or subsidiary corporations) as of as of
the  date  of  the  action  of  the  Board  of  Directors  granting this option.
     2.       EXERCISABILITY.    This  option  shall  be  exercisable  as  to __
              --------------
________________________________________________________________________________
_______________________________________________________________________________.
This  option  shall  remain exercisable as to all vested shares until __________
__,  _____  (but  not  later  than  ten  (10) years from the date this option is
granted) unless this option has expired or terminated earlier in accordance with
the  provisions hereof or in the Plan.  Subject to paragraphs 4 and 5, shares as
to which this option becomes exercisable pursuant to the foregoing provision may
be  purchased  at  any  time  prior  to  expiration  of  this  option.
     3.      EXERCISE OF OPTION.  This option may be exercised by written notice
             ------------------
(substantially  in the form as that which is attached as Exhibit A) delivered to
the  Company  stating  the number of shares with respect to which this option is
being  exercised,  together with (a) cash in the amount of the purchase price of
such  shares,  or  (b)  subject  to  applicable  law,  with  the Company's stock
previously  acquired  by  Optionee and held by Optionee for a period of at least
six  months.  Notwithstanding the foregoing, in the event Optionee does exercise
the  option  by utilizing (b) above, Optionee should obtain tax advice as to the
consequences  of such action.  Not less than ten (10) shares may be purchased at
any  one  time  unless  the  number  purchased  is the total number which may be
purchased  under  this  option  and in no event may the option be exercised with
respect  to  fractional  shares.  Upon exercise, Optionee shall make appropriate
arrangements  and  shall  be  responsible for the withholding of any federal and
state  taxes  then  due.
     4.       CESSATION OF EMPLOYMENT.  Except as provided in Paragraphs 2 and 5
              -----------------------
hereof, if Optionee shall cease to be an employee of the Company or a subsidiary
corporation for any reason other than Optionee's death or disability [as defined
in  Section  22(e)(3) of the Internal Revenue Code of 1986, as amended from time
to  time  (the  "Code")],  this option shall expire three (3) months thereafter.
During  the  three  (3) month period this option shall be exercisable only as to
those installments, if any, which had accrued as of the date when an employee of
the  Company  or  a  subsidiary  corporation.
     5.      TERMINATION OF EMPLOYMENT FOR CAUSE.  If Optionee's employment with
             -----------------------------------
the  Company  or  a  subsidiary corporation is terminated for cause, this option
shall  expire  thirty  (30) days from the date of such termination.  Termination
for  cause  shall include, but not be limited to, termination for malfeasance or
gross  misfeasance  in  the  performance  of  duties  or  conviction  of a crime
involving  moral turpitude, and, in any event, the determination of the Board of
Directors  with  respect  thereto  shall  be  final  and  conclusive.
     6.        NONTRANSFERABILITY; DEATH OR DISABILITY OF OPTIONEE.  This option
               ---------------------------------------------------
shall  not  be  transferable  except  by  will  or  by  the  laws of descent and
distribution  and  shall  be  exercisable  during  Optionee's  lifetime  only by
Optionee.    If  Optionee dies while serving as a director or an employee of the
Company  or  a  subsidiary  corporation,  or  during  the three (3) month period
referred  to  in Paragraph 4 hereof, this option shall expire one (1) year after
the  date  of  Optionee's  death  or on the day specified in Paragraph 2 hereof,
whichever  is  earlier.   After Optionee's death but before such expiration, the
persons to whom Optionee's rights under this option shall have passed by will or
by  the  laws  of  descent  and distribution or the executor or administrator of
Optionee's  estate  shall  have  the  right  to exercise this option as to those
shares  for  which  installments  had accrued under Paragraph 2 hereof as of the
date  on which Optionee ceased to be a director or an employee of the Company or
a  subsidiary  corporation.
     If  Optionee  terminates  his  or  her employment because of disability (as
defined  in  Section 22(e)(3) of the Code), Optionee may exercise this option to
the  extent  he  or  she is entitled to do so at the date of termination, at any
time  within  one  (1) year of the date of termination, or before the expiration
date  specified  in  Paragraph  2  hereof,  whichever  is  earlier.
     7.          EMPLOYMENT.  This Agreement shall not obligate the Company or a
                 ----------
subsidiary corporation to employ Optionee for any period, nor shall it interfere
in  any  way with the right of the Company or a subsidiary corporation to reduce
Optionee's  compensation.
     8.       PRIVILEGES OF STOCK OWNERSHIP.  Optionee shall have no rights as a
              -----------------------------
shareholder with respect to the Company's stock subject to this option until the
date  of  issuance of stock certificates to Optionee.  Except as provided in the
Plan,  no  adjustment  will  be made for dividends or other rights for which the
record  date  is  prior  to  the  date  such  stock  certificates  are  issued.
     9.     MODIFICATION AND TERMINATION.  The rights of Optionee are subject to
            ----------------------------
modification  and  termination upon the occurrence of certain events as provided
in  Sections  13  and  14  of  the  Plan.
     10.     NOTIFICATION OF SALE.  Optionee agrees that Optionee, or any person
             --------------------
acquiring  shares upon exercise of this option, will notify the Company not more
than  five  (5)  days  after  any  sale  or  other  disposition  of such shares.
     11.      REPRESENTATIONS OF OPTIONEE.  No shares issuable upon the exercise
              ---------------------------
of  this  option  shall be issued and delivered unless and until the Company has
complied  with  all applicable requirements of California and federal law and of
the  Securities  and  Exchange  Commission  and  the  California  Department  of
Corporations  pertaining  to  the  issuance  and  sale  of  such shares, and all
applicable  listing  requirements  of the securities exchanges, if any, on which
shares  of  the  Company  of the same class are then listed.  Optionee agrees to
ascertain  that  such  requirements shall have been complied with at the time of
any exercise of this option.  In addition, if the Optionee is an "affiliate" for
purposes  of the Securities Act of 1933, there may be additional restrictions on
the  resale  of  stock,  and  Optionee  therefore agrees to ascertain what those
restrictions  are  and to abide by the restrictions and other applicable federal
and  state  securities  laws.
     Furthermore,  the Company may, if it deems appropriate, issue stop transfer
instructions  against  any  shares  of stock purchased upon the exercise of this
option  and  affix to any certificate representing such shares the legends which
the  Company  deems  appropriate.
     Optionee  represents  that  the Company, its directors, officers, employees
and  agents have not and will not provide tax advice with respect to the option,
and  Optionee  agrees  to  consult  with  his  or  her own tax advisor as to the
specific tax consequences of the option, including the application and effect of
federal,  state,  local  and  other  tax  laws.
     12.      NOTICES.  Any notice to the Company provided for in this Agreement
              -------
shall  be addressed to it in care of its President or Chief Financial Officer at
its  main  office  and  any  notice to Optionee shall be addressed to Optionee's
address  on  file with the Company or a subsidiary corporation, or to such other
address  as  either  may designate to the other in writing.  Any notice shall be
deemed  to  be duly given if and when enclosed in a properly sealed envelope and
addressed as stated above and deposited, postage prepaid, with the United States
Postal  Service.    In  lieu  of giving notice by mail as aforesaid, any written
notice  under  this  Agreement  may  be  given to Optionee in person, and to the
Company  by  personal  delivery  to  its  President  or Chief Financial Officer.



<PAGE>

IN  WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of the
day  and  year  first  above  written.

OPTIONEE                                                        MARATHON BANCORP




By____________________________          By___________________________________




                                        By____________________________________



<PAGE>
                                    EXHIBIT A
                                    ---------


                         NOTICE OF STOCK OPTION EXERCISE





Mr.  Craig  D.  Collette
President  and  Chief  Executive  Officer
Marathon  Bancorp
11150  W.  Olympic  Boulevard
Los  Angeles,  California  90064

Dear  Mr.  Collette:

Pursuant  to  my nonqualified stock option agreement dated _______________, I am
exercising  my  stock  option  to acquire ____________ shares of common stock of
Marathon Bancorp  I am also enclosing payment by means of (cash in the amount of
                                                           ---------------------
$_________,  or  ________  qualifying  shares  of Marathon Bancorp having a fair
--------------------------------------------------------------------------------
market  value)  equal  to  the  sum  of  the  option  exercise  price.
-------------

I  further  acknowledge  that  Marathon  Bancorp  makes no representations as to
federal  or state tax matters, and that I am to consult with my own tax attorney
or tax accountant for advice with respect to the exercise of my stock option and
the  effect  of  the sale of the option shares.  [(For executive officers of the
                                                   -----------------------------
Company or insiders of the Company) I further acknowledge that I am an affiliate
  --------------------------------
or  insider  of Marathon Bancorp and that federal securities laws are applicable
to the exercise of the stock option and any subsequent sale of the option shares
including  the  applicability  of  the Securities Act of 1933 and Rule 144 (both
dealing  with  the sale of shares by an affiliate).  I agree to comply with such
securities  laws  and  rules.]

                              Sincerely,




                              ___________________________
                              (Name  of  Optionee)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 71260}]
{"company-data": {"conformed-name": "MARATHON BANCORP", "cik": "0000718446", "assigned-sic": "6022", "irs-number": "953770539", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70601", "film-number": "99506548"}, "business-address": {"street1": "11150 W OLYMPIC BL", "city": "LOS ANGELES", "state": "CA", "zip": "90064", "phone": "3109969100"}, "mail-address": {"street1": "11150 W OLYMPIC BLVD", "city": "LOS ANGELES", "state": "CA", "zip": "90064"}}
Registration No. 33-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             Registration Statement
                        Under the Securities Act of 1933

                                MARATHON BANCORP
             (Exact Name of Registrant as Specified in its Charter)

                 CALIFORNIA                                           95-3770539
     ----------------------                                     ----------------
     (State  or  Other Jurisdiction of                          (I.R.S. Employer
      Incorporation  or  Organization)                       Identification No.)

            11150 W. OLYMPIC BOULEVARD, LOS ANGELES, CALIFORNIA 90064
                    (Address of Principal Executive Offices)

                    MARATHON  BANCORP 1998 STOCK OPTION PLAN
                            (Full Title of the Plan)

            CRAIG D. COLLETTE, PRESIDENT AND CHIEF EXECUTIVE OFFICER
            11150 W. OLYMPIC BOULEVARD, LOS ANGELES, CALIFORNIA 90064
                     (Name and Address of Agent for Service)

                                 (310) 996-9100
          (Telephone Number, including Area Code, of Agent for Service)

                                    Copy to:
                Gary Steven Findley, Esq. or Thomas Q. Kwan, Esq.
                        Gary Steven Findley & Associates
                            1470 North Hundley Street
                            Anaheim, California 92806
                                 (714) 630-7136

                         CALCULATION OF REGISTRATION FEE

Title  of  Each  Class   Amount   Proposed Maximum  Proposed Maximum  Amount of
  Of  Securities  To      To Be    Offering Price      Aggregate    Registration
   Be  Registered    Registered(a)   PerShare(b)     Offering Price    Fee
--------------------------------------------------------------------------------
Common  stock       700,000 Shares   $2.85            $1,995,000      $554.61
(No  Par  Value)
--------------------------------------------------------------------------------
(a)       The number of shares being registered is the number of shares issuable
under the Marathon Bancorp 1998 Stock Option Plan (the "1998 Plan").  Because of
certain events specified in the 1998 Plan, an indeterminate number of shares may
additionally  become  subject  to  issuance  under  the  1998  Plan.
(b)        Estimated pursuant to Rule 457(h) solely for the purpose of computing
the  registration  fee,  utilizing the $2.85 as the average of the bid and asked
price  of  Marathon  Bancorp's  common  stock  as  of  January  11,  1999.
PART II

ITEM  3.    INCORPORATION  OF  DOCUMENTS  BY  REFERENCE
-------     -------------------------------------------

Marathon  Bancorp.  (the  "Registrant")  hereby  incorporates  by  reference the
documents  listed  below.    All  documents subsequently filed by the Registrant
pursuant  to  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of  1934  prior to the filing of a post-effective amendment which indicates that
all  securities  offered have been sold or which deregisters all securities then
remaining  unsold, shall be deemed to be incorporated by reference herein and to
be  a  part  hereof  from  the  date  of  filing  such  documents.

(a)        The Registrant's last annual report filed on Form 10-KSB for December
31,  1997  filed  by  the Registrant pursuant to Section 13(a) of the Securities
Exchange  Act  of  1934.

(b)      The Registrant's quarterly report filed on Form 10-QSB for the quarters
ended  September  30,  1998.

(c)         The description of the Registrant's common stock is contained in its
Registration  Statement  on  Form  SB-2,  file  number  333-25479.

Any  statement  contained  herein  or  in any document incorporated by reference
herein  shall  be  deemed  to  be  modified  or  superseded for purposes of this
Registration  Statement to the extent that another statement contained herein or
in  any  other  document  subsequently  filed,  which  also  is  incorporated by
reference  herein,  modifies  or  supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to  constitute  a  part  of  this  Registration  Statement.

ITEM  4.    DESCRIPTION  OF  SECURITIES
-------     ---------------------------

Not  Applicable.

ITEM  5.    INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL
-------     -------------------------------------------

Not  Applicable.

ITEM  6.    INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS
-------     ---------------------------------------------

The  Articles  of  Incorporation  and  Bylaws  of  the  Registrant  provide  for
indemnification  of  agents  including  directors, officers and employees to the
maximum  extent allowed by California law.  The Articles of Incorporation of the
Registrant  further  provide  for  the  elimination  of  directors liability for
monetary  damages  to  the  maximum  extent  allowed  by  California  law.   The
indemnification laws of the State of California generally allow indemnification,
in  matters  not  involving  the  right  of  the corporation, to an agent of the
corporation  if  such  person  acted  in  good  faith,  in  a manner such person
reasonably  believed  to  be in the best interests of the corporation and in the
case  of  a  criminal  matter, had no reasonable cause to believe the conduct of
such  person  was  unlawful.  California laws, with respect to matters involving
the  right  of  a  corporation,  allow  indemnification  to  an  agent  of  the
corporation,  if  such  person  acted  in  good  faith,  in a manner such person
believed  to  be  in the best interests of the corporation and its shareholders;
provided  that  there  shall  be no indemnification for: (i) amounts paid in the
settlement  without  court approval for a pending action; (ii) expenses incurred
in  defending a pending action which is settled or otherwise disposed of without
court  approval;  (iii) matters in which such person shall have been adjudged to
be  liable  to  the  corporation unless the court determines that such person is
entitled  to  be  indemnified; or (iv) other matters specified in the California
Corporations  Code.

Registrant's  Bylaws  provide  that  Registrant  shall  to  the  maximum  extent
permitted  by  law  have  the  power  to  indemnify  its directors, officers and
employees.    Registrant's  Bylaws  also  provide that Registrant shall have the
power  to  purchase  and maintain insurance covering its directors, officers and
employees against any liability asserted against any of them and incurred by any
of  them,  whether  or  not  Registrant  would  have the power to indemnify them
against  such liability under the provisions of applicable law or the provisions
of  Registrant's  Bylaws.    Each  of  the  directors  and executive officers of
Registrant  has  an indemnification agreement with Registrant that provides that
Registrant  shall  indemnify  such  person  to the full extent authorized by the
applicable  provisions of California law and further provide advances to pay for
any  expenses  which  would  be  subject  to  reimbursement

ITEM  7.    EXEMPTION  FROM  REGISTRATION  CLAIMED
-------     --------------------------------------

Not  Applicable.

ITEM  8.    EXHIBITS
-------     --------

  5.1      Opinion  re:  Legality
23.1      Consent  of  Vavrinek,  Trine  &  Day  and  Company
99.1      Marathon  Bancorp  1998  Stock  Option  Plan  and  Agreements

ITEM  9.    UNDERTAKINGS
-------     ------------

The  undersigned  Registrant  hereby  undertakes:

(1)        To file, during any period in which offers or sales are being made, a
      post-effective  amendment  to  this  Registration  Statement:

     (i)          To  include any prospectus required by Section 10(a)(3) of the
Securities  Act  of  1933;

     (ii)     To reflect in the prospectus any facts or events arising after the
effective  date of the Registration Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change  in the information set forth in the Registration Statement;

     (iii)       To include any material information with respect to the plan of
distribution  not  previously  disclosed  in  the  Registration Statement or any
material  change  to  such  information  in  the  Registration  Statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
Registration  Statement  is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic  reports  filed  with  or furnished to the Commission by the Registrant
pursuant  to  Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that  are  incorporated  by  reference  in  the  Registration  Statement.

(2)      That, for the purpose of determining any liability under the Securities
Act  of  1933,  each  such  post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

(3)       To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

The  undersigned  Registrant hereby undertakes that, for purposes of determining
any  liability under the Securities Act of 1933, each filing of the Registrant's
annual  report  pursuant  to  Section  13(a)  or Section 15(d) of the Securities
Exchange  Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934)  that  is incorporated by reference in the Registration Statement shall be
deemed  to  be  a  new registration statement relating to the securities offered
therein,  and the offering of such securities at that time shall be deemed to be
the  initial  bona  fide  offering  thereof.

Insofar  as  indemnification for liabilities arising under the Securities Act of
1933  may  be  permitted  to  directors, officers and controlling persons of the
Registrant  pursuant  to  the foregoing provisions, or otherwise, the Registrant
has  been  advised that in the opinion of the Securities and Exchange Commission
such  indemnification  is  against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such  liabilities (other than the payment by the Registrant of expenses incurred
or  paid  by  a director, officer or controlling person of the Registrant in the
successful  defense  of  any  action,  suit  or  proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such  issue.
SIGNATURES

Pursuant  to  the  requirements  of  the  Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized in the City of Los Angeles, State of California, on January 11, 1999.

                              MARATHON  BANCORP

                              /s/ Craig C. Collette
                              ---------------------   
                              Craig  D.  Collette
                              President  &  CEO
Pursuant  to  the  requirements of the Securities Act of 1933, this Registration
Statement  has been signed by the following persons in the capacities and on the
dates  indicated.

---------------------,  Director                                
Robert J. Abernethy

---------------------,  Director                                
Frank Jobe, M.D.

/s/ C. Thomas Mallos
---------------------,  Director                                January 11, 1999
C. Thomas Mallos

---------------------,  Director                             
Robert Oltman

/s/ Ann Pappas
---------------------,  Director                                January 11, 1999
Ann Pappas

/s/ Nikolas Patsaouras
---------------------,  Chairman                                January 11, 1999
Nikolas  Patsaouras

/s/ Craig C. Collette
--------------------------,  Director,  President  and          January 11, 1999
Craig D. Collette            Chief Executive Officer

/s/ Howard J. Stanke
--------------------------,  Executive  Vice  President,        January 11, 1999
Howard J. Stanke             Principal Financial Officer
                             and  Principal  Accounting
                             Officer
EXHIBIT  INDEX

                                                                    Sequentially
Exhibit                                                                 Numbered
Number                      Description                                     Page
------                      -----------                              -----------

 5.1                    Opinion  re:  Legality                                 8

23.1                    Consent of Vavrinek, Trine, Day & Company             10

99.1                    Marathon  Bancorp  1998  Stock
                        Option  Plan  and  Agreements                         12
EXHIBIT  5.1

                                OPINION  RE:    LEGALITY
G A R Y   S T E V E N   F I N D L E Y   &   A S S O C I A T E S

Gary  Steven  Findley*          A PROFESSIONAL CORPORATION             Telephone
Thomas  Q.  Kwan                    ATTORNEYS AT LAW             (714)  630-7136
Laura  Dean-Richardson                                                Telecopier
Debra  L. Barbin              1470 NORTH HUNDLEY STREET          (714)  630-7910
----                             ANAHEIM,  CALIFORNIA  92806     (714)  630-2279
*A  Professional  Corporation

December  18,  1998

Marathon  Bancorp
11150  W.  Olympic  Boulevard
Los  Angeles,  California,  90064

Re: Registration  Statement  on  Form  S-8

Gentlemen:

At your request, we have examined the form of Registration Statement to be filed
with  the Securities and Exchange Commission in connection with the registration
under  the  Securities Act of 1933, as amended, for the offer and sale, pursuant
to  the  Marathon  Bancorp 1998 Stock Option Plan, of 700,000 shares of Marathon
Bancorp  common  stock, no par value (the "Common Stock") issuable upon exercise
of  stock  options  to  be  granted under the Marathon Bancorp 1998 Stock Option
Plan.   We are familiar with the actions taken or to be taken in connection with
the  authorization,  issuance  and  sale  of  the  Common  Stock.

It  is  our  opinion  that,  subject  to  said  proceedings being duly taken and
completed  as  now  contemplated  before  the issuance of the Common Stock, said
Common  Stock,  will,  upon the issuance and sale thereof in accordance with the
Marathon  Bancorp  1998  Stock  Option  Plan  referred  to  in  the Registration
Statement,  be  legally  and  validly  issued,  fully  paid  and  nonassessable.

We  consent  to  the  use  of  this  opinion  as  an exhibit to the Registration
Statement.

                              Respectfully  submitted,

                              GARY  STEVEN  FINDLEY  &  ASSOCIATES

                          By: /s/  Thomas  Q.  Kwan

                              Thomas  Q.  Kwan
                              Attorney  at  Law

TQK:bl
EXHIBIT 23.1

                    CONSENT OF VAVRINEK, TRINE, DAY & COMPANY
INDEPENDENT AUDITORS' CONSENT

Board of Directors and Shareholders
Marathon Bancorp
Los Angeles, California

We  consent  to  the incorporation by reference in the Registration Statement of
Marathon  Bancorp on form S-8 of our report dated January 27, 1998, on our audit
of  the consolidated balance sheet of Marathon Bancorp as of December 31, 1997,
and the related consolidated statements of operations, changes in stockholder's
equity and cash flows for each of the two years in the period ended December 31,
1997, which report is incorporated by reference in the 1997 Annual Report on
Forn 10-KSB.

Vavrinek,  Trine  Day  &  Co., LLP
Laguna Hills,  California
January 12, 1999
EXHIBIT 99.1

                     MARATHON BANCORP 1998 STOCK OPTION PLAN
                             STOCK OPTION AGREEMENTS
MARATHON BANCORP

                             1998 STOCK OPTION PLAN

1.          PURPOSE
            -------
     The  purpose of the Marathon Bancorp 1998 Stock Option Plan (the "Plan") is
to  strengthen  Marathon Bancorp ("Company") and those corporations which are or
hereafter  become  subsidiary  corporations  of  the  Company  by  providing  an
additional  means  of attracting and retaining competent directors, officers and
management level employees and by providing to participating directors, officers
and  management  level employees added incentive for high levels of performance.
The  Plan  seeks  to  accomplish  these  purposes  and  achieve these results by
providing  a  means  whereby  such  directors,  officers  and  management  level
employees  may  purchase  shares  of the common stock of the Company pursuant to
options  granted  in  accordance  with  the  Plan.
     Options  granted  pursuant to the Plan are intended to be either "incentive
stock options" within the meaning of Section 422 of the Internal Revenue Code of
1986,  as  amended  from  time  to  time  (the  "Code"),  or "nonqualified stock
options",  as  shall  be determined and designated upon the grant of each option
hereunder.

2.          ADMINISTRATION
            --------------
     The  Plan  shall  be  administered by the Board of Directors (the "Board").
Any  action of the Board with respect to the administration of the Plan shall be
taken  pursuant  to  a  majority  vote, or the unanimous written consent, of its
members.    Subject  to the express provisions of the Plan, the Board shall have
the  authority to construe and interpret the Plan, define the terms used herein,
prescribe,  amend  and  rescind,  the  rules  and  regulations  relating  to
administration  of  the  Plan,  and  make  all other determinations necessary or
advisable  for  administration  of  the  Plan.
     All  decisions,  determinations,  interpretations  or  other actions by the
Board  shall  be  final,  conclusive  and  binding  on  all  persons, optionees,
grantees,  subsidiary corporations of the Company and any successors-in-interest
to  such  parties.

3.          INCENTIVE  STOCK  OPTIONS
            -------------------------
     All  options  granted  which  are  designated  at  the  time of grant as an
"incentive  stock  option"  shall  be  deemed  an  incentive  stock  option.
     (a)       Incentive stock options granted under the Plan are intended to be
qualified  under  Section  422  of  the  Code.
     (b)       Full-time salaried officers and management level employees of the
Company  or  a subsidiary corporation (as that term is defined in Section 424(f)
of  the  Code),  shall be eligible for selection to participate in the incentive
stock  option portion of the Plan.  No director of the Company who is not also a
full-time  salaried  officer  or  employee  of  the  Company  or  a  subsidiary
corporation, may be granted an incentive stock option hereunder.  Subject to the
express  provisions  of  the  Plan, the Board shall (i) select from the eligible
class  of  employees  and  determine  to  whom  incentive stock options shall be
granted, (ii) determine the discretionary terms and provisions of the respective
incentive stock option agreements (which need not be identical), (iii) determine
the times at which such incentive stock options shall be granted, (iv) determine
the  number of shares subject to each incentive stock option, and (v) grant such
incentive stock options to such individuals.  An individual who has been granted
an  incentive  stock  option  may,  if he or she is otherwise eligible under the
Plan,  be  granted  additional  incentive  stock  options  if the Board shall so
determine.
     (c)        Except as described in subsection (e) below, the Board shall not
grant an incentive stock option to purchase shares of the Company's common stock
to any individual who, at the time of the grant, owns stock possessing more than
10%  of  the total combined voting power or value of all classes of stock of the
Company or a subsidiary corporation.  The attribution rules of Section 424(d) of
the  Code  shall  apply  in  the  determination  of ownership of stock for these
purposes.
     (d)          The aggregate fair market value (determined as of the time the
incentive  stock  option  is  granted)  of stock with respect to which incentive
stock  options  are  exercisable  for the first time by an individual during any
calendar  year  (under all plans of the Company and its subsidiary corporations,
if  any)  shall not exceed $100,000, plus any greater amount as may be permitted
under  subsequent  amendments  to  the  Code.
     (e)      The purchase price of stock subject to each incentive stock option
shall  be determined by the Board but shall not be less than one hundred percent
(100%)  of  the  fair  market  value  of  such  stock at the time such option is
granted,  except, in the case of optionees who at the time of the grant own more
than  ten  percent  (10%)  of  the total combined voting power of all classes of
stock  of  the  Company, its parent or subsidiary corporation, in which case the
purchase  price  of  the  stock  shall  not be less than one hundred ten percent
(110%) of the fair market value of such stock at the time such option is granted
and  the term of such option shall be for no more than five (5) years.  The fair
market value of such stock shall be determined in accordance with any reasonable
valuation  method,  including  the  valuation  methods  described  in  Treasury
Regulation  Section  20.2031-2.

4.          NONQUALIFIED  STOCK  OPTIONS
            ----------------------------
     (a)       All options granted which are (i) in excess of the aggregate fair
market  value  limitations  set forth in Section 3(d) hereof, (ii) designated at
the time of the grant as "nonqualified", or (iii) intended to be incentive stock
options  but  do  not meet the requirements of incentive stock options, shall be
deemed nonqualified stock options.  Nonqualified stock options granted hereunder
shall  be  so designated in the nonqualified stock option agreement entered into
between  the  Company  and  the  optionee.
     (b)          Directors,  full-time  salaried  officers and management level
employees  of  the  Company  or  a  subsidiary corporation shall be eligible for
selection  to  participate in the nonqualified stock option portion of the Plan.
Subject  to  the express provisions of the Plan, the Board shall (i) select from
the  eligible  class  of  individuals  and  determine to whom nonqualified stock
options  shall be granted, (ii) determine the discretionary terms and provisions
of  the  respective  nonqualified  stock  option  agreements  (which need not be
identical),  (iii)  determine the times at which such nonqualified stock options
shall  be  granted,  (iv)  determine  the  number  of  shares  subject  to  each
nonqualified  stock option and (v) grant such nonqualified stock options to such
individuals.    An  individual  who has been granted a nonqualified stock option
may,  if  he  or she is otherwise eligible under the Plan, be granted additional
nonqualified  stock  options  if  the  Board  shall  so  determine.
     (c)          The purchase price of stock subject to each nonqualified stock
option  shall  be determined by the Board but shall not be less than one hundred
percent (100%) of the fair market value of such stock at the time such option is
granted,  except, in the case of optionees who at the time of the grant own more
than  ten  percent  (10%)  of  the total combined voting power of all classes of
stock  of  the Company, its parent or subsidiary corporations, in which case the
purchase  price  of  the  stock  shall  not be less than one hundred ten percent
(110%)  of  the  fair  market  value  of  such  stock at the time such option is
granted.   The fair market value of such stock shall be determined in accordance
with  any reasonable valuation method, including the valuation methods described
in  Treasury  Regulation  20.2031-2.

5.          STOCK  SUBJECT  TO  THE  PLAN
            -----------------------------
     Subject  to  adjustments as provided in Section 12, hereof, the stock to be
offered  under the Plan shall be shares of the Company's authorized but unissued
common  stock  (hereinafter called "stock") and the aggregate amount of stock to
be  delivered  upon  exercise  of  all  options granted under the Plan shall not
exceed  700,000  shares.  If any option shall be canceled, surrendered or expire
for  any  reason  without  having  been exercised in full, the underlying shares
subject  thereto  shall  again  be  available  for  purposes  of  the  Plan.

6.          CONTINUATION  OF  EMPLOYMENT
            ----------------------------
     Nothing  contained  in the Plan (or in any option agreement) shall obligate
the Company or a subsidiary corporation to employ any optionee for any period or
interfere  in  any way with the right of the Company or a subsidiary corporation
to  reduce the optionee's compensation.  However, the Company may not reduce the
terms  of  any  option  without  the  approval  of  the  optionee.

7.          EXERCISE  OF  OPTIONS
            ---------------------
     No  option  shall  be  exercisable  until  all  necessary  regulatory  and
shareholder approvals of the Plan are obtained.  Except as otherwise provided in
this  section, each option shall be exercisable in such installments, which need
not  be  equal,  and  upon  such  contingencies  as  the  Board shall determine;
provided, however, that if an optionee shall not in any given installment period
purchase  all  of  the shares which the optionee is entitled to purchase in such
installment period, the optionee's right to purchase any shares not purchased in
such  installment  period shall continue until expiration or termination of such
option.  Notwithstanding the foregoing, the options shall vest at the rate of at
least  20% per year over a five year period from the date the option is granted.
     Fractional  share  interests  shall be disregarded, except that they may be
accumulated.    Not  less  than ten (10) shares may be purchased at any one time
unless  the  number  of  shares purchased is the total number of shares which is
exercisable  at such time.  Options may be exercised by written notice delivered
to  the Company stating the number of shares with respect to which the option is
being exercised, together with the full purchase price for such shares.  Payment
of  the  option price in full, for the number of shares to be delivered, must be
made  (a)  in  cash  or  (b) subject to applicable law, with the Company's stock
previously  acquired by the optionee and held by the optionee for a period of at
least  six  months.  Notwithstanding the foregoing, in the event an optionee who
has  an  incentive  stock  option  does  exercise  the incentive stock option by
utilizing  (b)  above,  the  optionee  should  obtain  tax  advice  as  to  the
consequences  of  such  action.    The equivalent dollar value of shares used to
effect  a  purchase  shall be the fair market value of the shares on the date of
exercise.    If  the  option  is  being  exercised  by any person other than the
optionee, said notice shall be accompanied by proof, satisfactory to counsel for
the Company, of the right of such person to exercise the option.  Optionees will
have  no  rights as shareholders with respect to stock of the Company subject to
their  stock  option  agreements  until  the  date  of  issuance  of  the  stock
certificate  to  them.

8.          NONTRANSFERABILITY  OF  OPTIONS
            -------------------------------
     Each  option  shall, by its terms, be nontransferable by the optionee other
than  by  will or the laws of descent and distribution, and shall be exercisable
during  his  or  her  lifetime  only  by  the  optionee.

9.          CESSATION  OF  DIRECTORSHIP  OR  EMPLOYMENT
            -------------------------------------------
     Except  as  provided in Sections 10 and 20 hereof, if an optionee ceases to
be  a director or an employee of the Company or a subsidiary corporation for any
reason  other  than his or her disability (as defined in Section 22(e)(3) of the
Code)  or  death,  the optionee's option shall expire three (3) months after the
date of termination of such directorship or employment.  During the period after
cessation  of  directorship or employment, such option shall be exercisable only
as  to  those  installments,  if any, which have accrued and/or vested as of the
date on which the optionee ceased to be a director or an employee of the Company
or  a  subsidiary  corporation.

10.          TERMINATION  OF  EMPLOYMENT  FOR  CAUSE
             ---------------------------------------
     If  the  stock option agreement so provides and if an optionee's employment
by  the  Company  or  a  subsidiary  corporation  is  terminated  for cause, the
optionee's  option  shall  expire  thirty  (30)  days  from  the  date  of  such
termination.    Termination  for  cause  shall  include,  but not be limited to,
termination for malfeasance or gross misfeasance in the performance of duties or
conviction  of  a  crime  involving  moral  turpitude,  and,  in  any event, the
determination  of  the Board with respect thereto shall be final and conclusive.

11.          DISABILITY  OR  DEATH  OF  OPTIONEE
             -----------------------------------
     If  any  optionee  dies  while  serving as a director or an employee of the
Company  or a subsidiary corporation, the option shall expire one (1) year after
the  date  of  such  death, except as provided in Section 20 hereof.  After such
death  but  before  such  expiration,  the persons to whom the optionee's rights
under  the  option  shall  have  passed  by  will  or by the laws of descent and
distribution  or  the  executor or administrator of optionee's estate shall have
the  right  to exercise such option to the extent that installments, if any, had
accrued  and/or  vested  as  of  the  date  on which the optionee ceased to be a
director  or  an  employee  of  the  Company  or  a  subsidiary  corporation.
     If the optionee shall terminate his or her employment because of disability
(as  defined  in  Section  22(e)(3) of the Code), the optionee may exercise this
option  to the extent he or she is entitled to do so at the date of termination,
at  any  time within one (1) year of the date of termination, except as provided
in  Section  20  hereof.
     If  any  optionee  dies  during  the  three (3) month period referred to in
Section  9  hereof,  the option shall expire one (1) year after the date of such
death,  except  as  provided  in  Section  20  hereof.

12.          ADJUSTMENT  UPON  CHANGES  IN  CAPITALIZATION
             ---------------------------------------------
     If  the  outstanding  shares  of  the  stock  of the Company are increased,
decreased, changed into or exchanged for a different number or kind of shares or
securities  of  the  Company  through  reorganization,  merger, recapitalization
(meaning a change in the rights, preferences, privileges, or restrictions on the
Company's  common  stock),  reclassification, stock split, stock dividend, stock
consolidation or otherwise, without consideration to the Company, an appropriate
and  proportionate  adjustment shall be made in the number and kind of shares as
to which options may be granted.  A corresponding adjustment changing the number
or  kind  of  shares  and  the exercise price per share allocated to unexercised
options  or  portions  thereof,  which shall have been granted prior to any such
change  shall likewise be made.  Any such adjustment, however, in an outstanding
option  shall  be  made  without  change  in  the  total price applicable to the
unexercised  portion  of  the option, but with a corresponding adjustment in the
price  for  each share subject to the option.  Any adjustment under this Section
12  shall be made by the Board, whose determination as to what adjustments shall
be  made,  and the extent thereof, shall be final and conclusive.  No fractional
shares  of  stock shall be issued or made available under the Plan on account of
any such adjustment, and fractional share-interests shall be disregarded, except
that  they  may  be  accumulated.

13.          TERMINATING  EVENTS
             -------------------
     A  Terminating  Event  shall be defined as any one of the following events:
(i)  a  dissolution or liquidation of the Company; (ii) a reorganization, merger
or  consolidation  of  the  Company with one or more corporations, the result of
which  (A)  the  Company  is  not  the surviving corporation, or (B) the Company
becomes  a  subsidiary  of  another  corporation  (which shall be deemed to have
occurred  if  another  corporation shall own directly or indirectly, over 80% of
the aggregate voting power of all outstanding equity securities of the Company);
(iii)  a  sale  of  substantially  all  the  assets  of  the  Company to another
corporation; or (iv) a sale of the equity securities of the Company representing
more than 80% of the aggregate voting power of all outstanding equity securities
of  the Company to any person or entity, or any group of persons and/or entities
acting  in  concert.  When the Company knows that a Terminating Event will occur
(i)  the  Company  shall  deliver to each optionee no less than thirty (30) days
prior  to  the  Terminating Event, written notification of the Terminating Event
and  the  optionee's right to exercise all options granted pursuant to the Plan,
whether  or  not vested under the Plan or applicable stock option agreement, and
(ii)  all outstanding options granted pursuant to the Plan shall completely vest
and  become  immediately  exercisable  as  to all shares granted pursuant to the
option  immediately  prior  to  such  Terminating Event.  This right of exercise
shall  be  conditional  upon  execution  of  a  final  plan  of  dissolution  or
liquidation  or  a  definitive  agreement  of consolidation or merger.  Upon the
occurrence  of  the Terminating Event all outstanding options and the Plan shall
terminate;  provided,  however, that any outstanding options not exercised as of
the  occurrence  of  the  Terminating  Event  shall  not terminate if there is a
successor  corporation  which assumes the outstanding options or substitutes for
such  options,  new options covering the stock of the successor corporation with
appropriate  adjustments  as  to  the  number  and  kind  of  shares and prices.

14.          AMENDMENT  AND  TERMINATION
             ---------------------------
     The  Board  may  at  any time suspend, amend or terminate the Plan and may,
with  the  consent  of  the  optionee,  make  such modification of the terms and
conditions  of  the  option as it shall deem advisable; provided that, except as
permitted  under  the  provisions  of Sections 12 and 13 hereof, no amendment or
modification  which  would:

     (a) increase  the  maximum number of shares which may be purchased
pursuant  to  options  granted  under  the Plan either in the aggregate or by an
individual;

     (b) change  the  minimum  option  price;

     (c) increase  the  maximum term of options provided for herein; or

     (d) permit  options  to be granted to anyone other than directors,
full-time  salaried  officers  or management level employees of the Company or a
subsidiary  corporation;

may  be  adopted  without  the  Company  having  first  obtained  any  necessary
regulatory  and  shareholder  approvals  required  by  law.
     No  option may be granted during any suspension or after termination of the
Plan.    Amendment,  suspension  or termination of the Plan shall not (except as
otherwise  provided  in Section 12 hereof), without the consent of the optionee,
alter  or impair any rights or obligations under any option theretofore granted.

15.          TIME  OF  GRANTING  OPTIONS
             ---------------------------
     The  time an option is granted, sometimes referred to as the date of grant,
shall  be the day of the action of the Board described in Sections 3(b) and 4(b)
hereof; provided, however, that if appropriate resolutions of the Board indicate
that an option is granted as of and on some future date, the time such option is
granted shall be such future date.  If action by the Board is taken by unanimous
written consent of its members, the action of the Board shall be deemed to be at
the  time  the  last  member  of  the    Board  signs  the  consent.

16.          PRIVILEGES  OF  STOCK  OWNERSHIP;
             ---------------------------------
             SECURITIES  LAW  COMPLIANCE;  NOTICE  OF  SALE
             ----------------------------------------------
     No  optionee  shall  be entitled to the privileges of stock ownership as to
any  shares of stock not actually issued.  No shares shall be purchased upon the
exercise  of any option unless and until the Company has fully complied with all
applicable  requirements  of  any regulatory agency having jurisdiction over the
Company  including  registration  of the stock options and underlying shares, as
necessary,  and  all applicable requirements of any exchange upon which stock of
the  Company  may  be listed.  The optionee shall give the Company notice of any
sale  or  disposition  of any such shares not more than five (5) days after such
sale  or  disposition.

17.          EFFECTIVE  DATE  OF  THE  PLAN
             ------------------------------
     The  Plan  shall  be  deemed  adopted by the Board as of March 23, 1998 and
shall  be  effective  immediately subject to approval by the shareholders of the
Company  within  twelve months of the date the Plan is adopted, by the vote of a
majority of the outstanding shares represented and voting at a duly held meeting
of  shareholders at which a quorum is present, or by the written consent vote of
the  holders of a majority of the outstanding shares of the Company's stock.  No
option  under the Plan shall be exercised prior to the shareholders' approval of
the  Plan.

18.          TERMINATION
             -----------
     Unless  previously terminated by the Board, the Plan shall terminate at the
close of business on March 23, 2008.  No options shall be granted under the Plan
thereafter,  but  such  termination  shall  not  affect  any  option theretofore
granted.

19.          OPTION  AGREEMENT
             -----------------
     Each option shall be evidenced by a written stock option agreement executed
by  the  Company  and  the optionee and shall contain each of the provisions and
agreements  herein specifically required to be contained therein, and such other
terms  and  conditions as are deemed desirable and are not inconsistent with the
Plan.    Each  incentive  stock  option  agreement  shall contain such terms and
provisions  as  the Board may determine to be necessary in order to qualify such
option  as  an  incentive  stock option within the meaning of Section 422 of the
Code.

20.          OPTION  PERIOD
             --------------
     Each  option and all rights and obligations thereunder shall expire on such
date as the Board may determine, but not later than ten (10) years from the date
such  option is granted, and shall be subject to earlier termination as provided
elsewhere  in  the  Plan.

21.          EXCULPATION  AND  INDEMNIFICATION
             ---------------------------------
     To  the  extent permitted by applicable law in effect from time to time, no
member  of the Board shall be liable for any act or omission of any other member
of  the  Board  nor for any act or omission on the member's own part, except the
member's  own  willful  misconduct  or  gross  negligence.   The Company and its
subsidiary  corporations  shall pay expenses incurred by, and satisfy a judgment
or  fine  rendered or levied against, a present or former member of the Board in
any  action  brought  by  a  third party against such person (whether or not the
Company is joined as a party defendant) to impose a liability or penalty on such
person  while  a  member  of  the  Board  arising  with  respect  to the Plan or
administration  thereof  or  out  of  membership  on  the  Board  or  all or any
combination  of the preceding; provided, the Board determines in good faith that
such  member  of  the Board was acting in good faith, within what such member of
the  Board  reasonably  believed  to  be  the  scope of his or her employment or
authority,  and  for  a purpose which he or she reasonably believed to be in the
best  interests  of  the  Company  or  its  shareholders.    Payments authorized
hereunder include amounts paid and expenses incurred in settling any such action
or  threatened  action.  This Section 21 does not apply to any action instituted
or maintained in the right of the Company by a shareholder or holder of a voting
trust certificate representing shares of the Company or a subsidiary corporation
thereof.  The provisions of this Section 21 shall apply to the estate, executor,
administrator, heirs, legatees or devisees of a member of the Board and the term
"person"  as  used  in  this  Section  21  shall  include  the estate, executor,
administrator,  heirs,  legatees  or  devisees  of  such  person.

22.          AGREEMENT  AND  REPRESENTATIONS  OF  OPTIONEE
             ---------------------------------------------
     Unless  the  shares  of stock covered by the Plan have been registered with
the Securities Exchange Commission, each optionee shall, by accepting an option,
represent  and  agree, for himself or herself and his or her transferees by will
or  the  laws  of  descent and distribution, that all stock will be acquired for
investment  and  not  for  resale  or  distribution.   Upon such exercise of any
portion  of  an  option,  the  person  entitled to exercise the same shall, upon
request  of the Company, furnish evidence satisfactory to the Company (including
a  written  and  signed  representation)  to  the effect that the stock is being
acquired  in  good  faith  for  investment  and  not for resale or distribution.
Furthermore, the Company, at its sole discretion, may take all reasonable steps,
including  affixing the following legend (and/or such other legend or legends as
counsel  shall  require)  on  certificates  embodying  the  shares:

The  shares  represented  by this certificate have not been registered under the
Securities  Act  of 1933 and may not be sold, pledged, hypothecated or otherwise
transferred  or  offered  for  sale  in the absence of an effective registration
statement  with  respect  to  them under the Securities Act of 1933 or a written
opinion of counsel for the optionee which opinion shall be acceptable to counsel
for  the  Company  that  registration  is  not  required.

to assure itself against any sale or distribution by the optionee which does not
comply  with  the  Plan  or  any  federal  or  state  securities  laws.
     The  Company  agrees  to  remove  any  legend  affixed  to the certificates
embodying the shares pursuant to this Section 22 when all of the restrictions on
the transfer of the shares, whether imposed by the Plan or federal or state law,
have  terminated.

23.          INFORMATION  TO  EMPLOYEES
             --------------------------

     The  Company  shall  provide  optionees  with  financial  statements of the
Company  at  least  annually.
NOTWITHSTANDING  ANY  OTHER  PROVISION  OF  THIS  AGREEMENT,  NO  SHARES  OF THE
COMPANY'S  COMMON  STOCK  SHALL  BE  ISSUED  PURSUANT HERETO UNLESS THE MARATHON
BANCORP  1998  STOCK  OPTION  PLAN  SHALL  HAVE  FIRST  BEEN  APPROVED  BY  THE
SHAREHOLDERS  OF  THE  COMPANY.

                                MARATHON BANCORP

                        INCENTIVE STOCK OPTION AGREEMENT

     This Incentive Stock Option Agreement (the "Agreement") is made and entered
into as of the ______ day of __________, _____, by and between Marathon Bancorp,
a  California  corporation  (the  "Company"), and ________________ ("Optionee");
     WHEREAS,  pursuant  to  the  Marathon  Bancorp  1998 Stock Option Plan (the
"Plan"),  a  copy  of  which  is  attached hereto, the Board of Directors of the
Company  has  authorized  granting  to  Optionee  an  incentive  stock option to
purchase  all  or  any  part  of  ______________ (_____) authorized but unissued
shares  of  the  Company's  common  stock  at  the price of ________ Dollars and
_______  Cents  ($__.__)  per share, such option to be for the term and upon the
terms  and  conditions  hereinafter  stated;
     NOW,  THEREFORE,  it  is  hereby  agreed:
     1.     GRANT OF OPTION.  Pursuant to said action of the Board of Directors,
            ---------------
the  Company  hereby grants to Optionee the option to purchase, upon and subject
to  the terms and conditions of the Plan which is incorporated in full herein by
this  reference,  all  or  any  part  of  ______________  (_____)  shares of the
Company's  common  stock  (hereinafter  called  "stock")  at  the  price  of
_____________  Dollars  and _______ Cents ($__.__) per share, which price is not
less  than  one hundred percent (100%) of the fair market value of the stock (or
not  less  than  110%  of  the  fair  market  value  of  the  stock  for
Optionee-shareholders  who own securities possessing more than ten percent (10%)
of  the total combined voting power of all classes of securities of the Company,
its  parent  or subsidiary corporation) as of the date of action of the Board of
Directors  granting  this  option.
     2.          EXERCISABILITY.    This  option  shall  be  exercisable  as  to
                 --------------  
________________________________________________________________________________
_______________________________________________________________________________.

This  option  shall  remain  exercisable  as  to  all  vested  shares  until
______________  __,  _____ (but not later than ten (10) years from the date this
option  is  granted)  unless  this  option  has expired or terminated earlier in
accordance  with  the provisions hereof or in the Plan.  Subject to paragraphs 4
and  5,  shares  as  to  which  this  option becomes exercisable pursuant to the
foregoing  provision  may  be  purchased at any time prior to expiration of this
option.
     3.      EXERCISE OF OPTION.  This option may be exercised by written notice
             ------------------
(substantially  in the form as that which is attached as Exhibit A) delivered to
the  Company  stating  the number of shares with respect to which this option is
being  exercised,  together with (a) cash in the amount of the purchase price of
such  shares,  or  (b)  subject  to  applicable  law,  with  the Company's stock
previously  acquired  by  Optionee and held by Optionee for a period of at least
six  months.  Notwithstanding the foregoing, in the event Optionee does exercise
the  option  by utilizing (b) above, Optionee should obtain tax advice as to the
consequences  of such action.  Not less than ten (10) shares may be purchased at
any  one  time  unless  the  number  purchased  is the total number which may be
purchased  under  this  option  and in no event may the option be exercised with
respect  to  fractional  shares.  Upon exercise, Optionee shall make appropriate
arrangements  and  shall  be  responsible for the withholding of any federal and
state  taxes  then  due.
     4.       CESSATION OF EMPLOYMENT.  Except as provided in Paragraphs 2 and 5
              -----------------------
hereof, if Optionee shall cease to be an employee of the Company or a subsidiary
corporation for any reason other than Optionee's death or disability [as defined
in  Section  22(e)(3) of the Internal Revenue Code of 1986, as amended from time
to  time  (the  "Code")],  this option shall expire three (3) months thereafter.
During  the  three  (3) month period this option shall be exercisable only as to
those  installments,  if  any,  which  had  accrued as of the date when Optionee
ceased  to  be  an  employee  of  the  Company  or  a  subsidiary  corporation.
     5.      TERMINATION OF EMPLOYMENT FOR CAUSE.  If Optionee's employment with
             -----------------------------------
the  Company  or  a  subsidiary corporation is terminated for cause, this option
shall  expire  thirty  (30) days from the date of such termination.  Termination
for  cause  shall include, but not be limited to, termination for malfeasance or
gross  misfeasance  in  the  performance  of  duties  or  conviction  of a crime
involving  moral turpitude, and, in any event, the determination of the Board of
Directors  with  respect  thereto  shall  be  final  and  conclusive.
     6.        NONTRANSFERABILITY; DEATH OR DISABILITY OF OPTIONEE.  This option
               ---------------------------------------------------
shall  not  be  transferable  except  by  will  or  by  the  laws of descent and
distribution  and  shall  be  exercisable  during  Optionee's  lifetime  only by
Optionee.    If  Optionee  dies while serving as an employee of the Company or a
subsidiary  corporation,  or  during  the  three (3) month period referred to in
Paragraph  4  hereof,  this  option  shall expire one (1) year after the date of
Optionee's  death  or  on  the day specified in Paragraph 2 hereof, whichever is
earlier.  After Optionee's death but before such expiration, the persons to whom
Optionee's  rights under this option shall have passed by will or by the laws of
descent  and  distribution or the executor or administrator of Optionee's estate
shall  have  the  right  to  exercise  this  option as to those shares for which
installments  had  accrued  under  Paragraph  2  hereof  as of the date on which
Optionee  ceased  to  be an employee of the Company or a subsidiary corporation.
     If  Optionee  terminates  his  or  her employment because of disability (as
defined  in  Section 22(e)(3) of the Code), Optionee may exercise this option to
the  extent  he  or  she is entitled to do so at the date of termination, at any
time  within  one  (1) year of the date of termination, or before the expiration
date  specified  in  Paragraph  2  hereof,  whichever  is  earlier.
     7.        EMPLOYMENT.  This Agreement shall not obligate the Company or a
               ----------
subsidiary corporation to employ Optionee for any period, nor shall it interfere
in  any  way with the right of the Company or a subsidiary corporation to reduce
Optionee's  compensation.
     8.       PRIVILEGES OF STOCK OWNERSHIP.  Optionee shall have no rights as a
              -----------------------------
shareholder with respect to the Company's stock subject to this option until the
date  of  issuance of stock certificates to Optionee.  Except as provided in the
Plan,  no  adjustment  will  be made for dividends or other rights for which the
record  date  is  prior  to  the  date  such  stock  certificates  are  issued.
     9.     MODIFICATION AND TERMINATION.  The rights of Optionee are subject to
            ----------------------------
modification  and  termination upon the occurrence of certain events as provided
in  Sections  13  and  14  of  the  Plan.
     10.     NOTIFICATION OF SALE.  Optionee agrees that Optionee, or any person
             --------------------
acquiring  shares upon exercise of this option, will notify the Company not more
than  five  (5)  days  after  any  sale  or  other  disposition  of such shares.
     11.      REPRESENTATIONS OF OPTIONEE.  No shares issuable upon the exercise
              ---------------------------
of  this  option  shall be issued and delivered unless and until the Company has
complied  with  all applicable requirements of California and federal law and of
the  Securities  and  Exchange  Commission  and  the  California  Department  of
Corporations  pertaining  to  the  issuance  and  sale  of  such shares, and all
applicable  listing  requirements  of the securities exchanges, if any, on which
shares  of  the  Company  of the same class are then listed.  Optionee agrees to
ascertain  that  such  requirements shall have been complied with at the time of
any exercise of this option.  In addition, if the Optionee is an "affiliate" for
purposes  of the Securities Act of 1933, there may be additional restrictions on
the  resale  of  stock,  and  Optionee  therefore agrees to ascertain what those
restrictions  are  and to abide by the restrictions and other applicable federal
and  state  securities  laws.
     Furthermore,  the Company may, if it deems appropriate, issue stop transfer
instructions  against  any  shares  of stock purchased upon the exercise of this
option  and  affix to any certificate representing such shares the legends which
the  Company  deems  appropriate.
     Optionee  represents  that  the Company, its directors, officers, employees
and  agents have not and will not provide tax advice with respect to the option,
and  Optionee  agrees  to  consult  with  his  or  her own tax advisor as to the
specific tax consequences of the option, including the application and effect of
federal,  state,  local  and  other  tax  laws.
     12.      NOTICES.  Any notice to the Company provided for in this Agreement
              -------
shall  be addressed to it in care of its President or Chief Financial Officer at
its  main  office  and  any  notice to Optionee shall be addressed to Optionee's
address  on  file with the Company or a subsidiary corporation, or to such other
address  as  either  may designate to the other in writing.  Any notice shall be
deemed  to  be duly given if and when enclosed in a properly sealed envelope and
addressed as stated above and deposited, postage prepaid, with the United States
Postal  Service.    In  lieu  of giving notice by mail as aforesaid, any written
notice  under  this  Agreement  may  be  given to Optionee in person, and to the
Company  by  personal  delivery  to  its  President  or Chief Financial Officer.
     13.          INCENTIVE  STOCK  OPTION.  This Agreement is intended to be an
                  ------------------------
incentive  stock  option  agreement  as  defined  in  Section  422  of the Code;
provided,  however,  that  if  the  option shall fail to constitute an incentive
stock  option  for  any  reason,  the option shall thereafter be governed by the
provisions  of  the  Plan  regarding  nonqualified  stock  options.
IN  WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of the
day  and  year  first  above  written.

OPTIONEE                                                        MARATHON BANCORP

By______________________________          By____________________________________

                                          By____________________________________
EXHIBIT A
                                    ---------

                         NOTICE OF STOCK OPTION EXERCISE

Mr.  Craig  D.  Collette
President  and  Chief  Executive  Officer
Marathon  Bancorp
11150  W.  Olympic  Boulevard
Los  Angeles,  California  90064

Dear  Mr.  Collette:

Pursuant  to  my  incentive  stock  option agreement dated _______________, I am
exercising  my  stock  option  to acquire ____________ shares of common stock of
Marathon Bancorp  I am also enclosing payment by means of (cash in the amount of
                                                           ---------------------
$_________,  or  ________  qualifying  shares  of Marathon Bancorp having a fair
--------------------------------------------------------------------------------
market  value)  equal  to  the  sum  of  the  option  exercise  price.
-------------

I  further  acknowledge  that  Marathon  Bancorp  makes no representations as to
federal  or state tax matters, and that I am to consult with my own tax attorney
or tax accountant for advice with respect to the exercise of my stock option and
the  effect  of  the sale of the option shares.  [(For executive officers of the
                                                   -----------------------------
Company or insiders of the Company) I further acknowledge that I am an affiliate
  --------------------------------
or  insider  of Marathon Bancorp and that federal securities laws are applicable
to the exercise of the stock option and any subsequent sale of the option shares
including  the  applicability  of  the Securities Act of 1933 and Rule 144 (both
dealing  with  the sale of shares by an affiliate).  I agree to comply with such
securities  laws  and  rules.]

                              Sincerely,

                              _______________________________________
                              (Name  of  Optionee)
NOTWITHSTANDING  ANY  OTHER  PROVISION  OF  THIS  AGREEMENT,  NO  SHARES  OF THE
COMPANY'S  COMMON  STOCK  SHALL  BE  ISSUED  PURSUANT HERETO UNLESS THE MARATHON
BANCORP  1998  STOCK  OPTION  PLAN  SHALL  HAVE  FIRST  BEEN  APPROVED  BY  THE
SHAREHOLDERS  OF  THE  COMPANY.

                                MARATHON BANCORP

                       NONQUALIFIED STOCK OPTION AGREEMENT

     This  Nonqualified  Stock  Option  Agreement  (the "Agreement") is made and
entered  into  as  of  the  ______  day  of _____________, _____, by and between
Marathon Bancorp, a California corporation (the "Company"), and _______________,
("Optionee");
     WHEREAS,  pursuant  to  the  Marathon  Bancorp  1998 Stock Option Plan (the
"Plan"),  a  copy  of  which  is  attached hereto, the Board of Directors of the
Company  has  authorized  granting  to  Optionee  a nonqualified stock option to
purchase all or any part of  _______________ (_________) authorized but unissued
shares  of  the  Company's  common  stock  at  the price of ________ Dollars and
_______  Cents  ($__.__)  per share, such option to be for the term and upon the
terms  and  conditions  hereinafter  stated;
     NOW,  THEREFORE,  it  is  hereby  agreed:
     1.     GRANT OF OPTION.  Pursuant to said action of the Board of Directors,
            ---------------
the  Company  hereby grants to Optionee the option to purchase, upon and subject
to  the terms and conditions of the Plan which is incorporated in full herein by
this  reference,  all  or  any  part  of  _______________ (______) shares of the
Company's  common  stock  (hereinafter called "stock") at the price of  ________
Dollars  and  _______ Cents ($__.__) per share, which price is not less than one
hundred  percent (100%) of the fair market value of the stock (or less than 110%
of the fair market value of the stock if the Optionee owns securities possessing
more than ten percent (10%) of the total combined voting power of all classes of
securities  of  the  Company, its parent or subsidiary corporations) as of as of
the  date  of  the  action  of  the  Board  of  Directors  granting this option.
     2.       EXERCISABILITY.    This  option  shall  be  exercisable  as  to __
              --------------
________________________________________________________________________________
_______________________________________________________________________________.
This  option  shall  remain exercisable as to all vested shares until __________
__,  _____  (but  not  later  than  ten  (10) years from the date this option is
granted) unless this option has expired or terminated earlier in accordance with
the  provisions hereof or in the Plan.  Subject to paragraphs 4 and 5, shares as
to which this option becomes exercisable pursuant to the foregoing provision may
be  purchased  at  any  time  prior  to  expiration  of  this  option.
     3.      EXERCISE OF OPTION.  This option may be exercised by written notice
             ------------------
(substantially  in the form as that which is attached as Exhibit A) delivered to
the  Company  stating  the number of shares with respect to which this option is
being  exercised,  together with (a) cash in the amount of the purchase price of
such  shares,  or  (b)  subject  to  applicable  law,  with  the Company's stock
previously  acquired  by  Optionee and held by Optionee for a period of at least
six  months.  Notwithstanding the foregoing, in the event Optionee does exercise
the  option  by utilizing (b) above, Optionee should obtain tax advice as to the
consequences  of such action.  Not less than ten (10) shares may be purchased at
any  one  time  unless  the  number  purchased  is the total number which may be
purchased  under  this  option  and in no event may the option be exercised with
respect  to  fractional  shares.  Upon exercise, Optionee shall make appropriate
arrangements  and  shall  be  responsible for the withholding of any federal and
state  taxes  then  due.
     4.       CESSATION OF EMPLOYMENT.  Except as provided in Paragraphs 2 and 5
              -----------------------
hereof, if Optionee shall cease to be an employee of the Company or a subsidiary
corporation for any reason other than Optionee's death or disability [as defined
in  Section  22(e)(3) of the Internal Revenue Code of 1986, as amended from time
to  time  (the  "Code")],  this option shall expire three (3) months thereafter.
During  the  three  (3) month period this option shall be exercisable only as to
those installments, if any, which had accrued as of the date when an employee of
the  Company  or  a  subsidiary  corporation.
     5.      TERMINATION OF EMPLOYMENT FOR CAUSE.  If Optionee's employment with
             -----------------------------------
the  Company  or  a  subsidiary corporation is terminated for cause, this option
shall  expire  thirty  (30) days from the date of such termination.  Termination
for  cause  shall include, but not be limited to, termination for malfeasance or
gross  misfeasance  in  the  performance  of  duties  or  conviction  of a crime
involving  moral turpitude, and, in any event, the determination of the Board of
Directors  with  respect  thereto  shall  be  final  and  conclusive.
     6.        NONTRANSFERABILITY; DEATH OR DISABILITY OF OPTIONEE.  This option
               ---------------------------------------------------
shall  not  be  transferable  except  by  will  or  by  the  laws of descent and
distribution  and  shall  be  exercisable  during  Optionee's  lifetime  only by
Optionee.    If  Optionee dies while serving as a director or an employee of the
Company  or  a  subsidiary  corporation,  or  during  the three (3) month period
referred  to  in Paragraph 4 hereof, this option shall expire one (1) year after
the  date  of  Optionee's  death  or on the day specified in Paragraph 2 hereof,
whichever  is  earlier.   After Optionee's death but before such expiration, the
persons to whom Optionee's rights under this option shall have passed by will or
by  the  laws  of  descent  and distribution or the executor or administrator of
Optionee's  estate  shall  have  the  right  to exercise this option as to those
shares  for  which  installments  had accrued under Paragraph 2 hereof as of the
date  on which Optionee ceased to be a director or an employee of the Company or
a  subsidiary  corporation.
     If  Optionee  terminates  his  or  her employment because of disability (as
defined  in  Section 22(e)(3) of the Code), Optionee may exercise this option to
the  extent  he  or  she is entitled to do so at the date of termination, at any
time  within  one  (1) year of the date of termination, or before the expiration
date  specified  in  Paragraph  2  hereof,  whichever  is  earlier.
     7.          EMPLOYMENT.  This Agreement shall not obligate the Company or a
                 ----------
subsidiary corporation to employ Optionee for any period, nor shall it interfere
in  any  way with the right of the Company or a subsidiary corporation to reduce
Optionee's  compensation.
     8.       PRIVILEGES OF STOCK OWNERSHIP.  Optionee shall have no rights as a
              -----------------------------
shareholder with respect to the Company's stock subject to this option until the
date  of  issuance of stock certificates to Optionee.  Except as provided in the
Plan,  no  adjustment  will  be made for dividends or other rights for which the
record  date  is  prior  to  the  date  such  stock  certificates  are  issued.
     9.     MODIFICATION AND TERMINATION.  The rights of Optionee are subject to
            ----------------------------
modification  and  termination upon the occurrence of certain events as provided
in  Sections  13  and  14  of  the  Plan.
     10.     NOTIFICATION OF SALE.  Optionee agrees that Optionee, or any person
             --------------------
acquiring  shares upon exercise of this option, will notify the Company not more
than  five  (5)  days  after  any  sale  or  other  disposition  of such shares.
     11.      REPRESENTATIONS OF OPTIONEE.  No shares issuable upon the exercise
              ---------------------------
of  this  option  shall be issued and delivered unless and until the Company has
complied  with  all applicable requirements of California and federal law and of
the  Securities  and  Exchange  Commission  and  the  California  Department  of
Corporations  pertaining  to  the  issuance  and  sale  of  such shares, and all
applicable  listing  requirements  of the securities exchanges, if any, on which
shares  of  the  Company  of the same class are then listed.  Optionee agrees to
ascertain  that  such  requirements shall have been complied with at the time of
any exercise of this option.  In addition, if the Optionee is an "affiliate" for
purposes  of the Securities Act of 1933, there may be additional restrictions on
the  resale  of  stock,  and  Optionee  therefore agrees to ascertain what those
restrictions  are  and to abide by the restrictions and other applicable federal
and  state  securities  laws.
     Furthermore,  the Company may, if it deems appropriate, issue stop transfer
instructions  against  any  shares  of stock purchased upon the exercise of this
option  and  affix to any certificate representing such shares the legends which
the  Company  deems  appropriate.
     Optionee  represents  that  the Company, its directors, officers, employees
and  agents have not and will not provide tax advice with respect to the option,
and  Optionee  agrees  to  consult  with  his  or  her own tax advisor as to the
specific tax consequences of the option, including the application and effect of
federal,  state,  local  and  other  tax  laws.
     12.      NOTICES.  Any notice to the Company provided for in this Agreement
              -------
shall  be addressed to it in care of its President or Chief Financial Officer at
its  main  office  and  any  notice to Optionee shall be addressed to Optionee's
address  on  file with the Company or a subsidiary corporation, or to such other
address  as  either  may designate to the other in writing.  Any notice shall be
deemed  to  be duly given if and when enclosed in a properly sealed envelope and
addressed as stated above and deposited, postage prepaid, with the United States
Postal  Service.    In  lieu  of giving notice by mail as aforesaid, any written
notice  under  this  Agreement  may  be  given to Optionee in person, and to the
Company  by  personal  delivery  to  its  President  or Chief Financial Officer.
IN  WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of the
day  and  year  first  above  written.

OPTIONEE                                                        MARATHON BANCORP

By____________________________          By___________________________________

                                        By____________________________________
EXHIBIT A
                                    ---------

                         NOTICE OF STOCK OPTION EXERCISE

Mr.  Craig  D.  Collette
President  and  Chief  Executive  Officer
Marathon  Bancorp
11150  W.  Olympic  Boulevard
Los  Angeles,  California  90064

Dear  Mr.  Collette:

Pursuant  to  my nonqualified stock option agreement dated _______________, I am
exercising  my  stock  option  to acquire ____________ shares of common stock of
Marathon Bancorp  I am also enclosing payment by means of (cash in the amount of
                                                           ---------------------
$_________,  or  ________  qualifying  shares  of Marathon Bancorp having a fair
--------------------------------------------------------------------------------
market  value)  equal  to  the  sum  of  the  option  exercise  price.
-------------

I  further  acknowledge  that  Marathon  Bancorp  makes no representations as to
federal  or state tax matters, and that I am to consult with my own tax attorney
or tax accountant for advice with respect to the exercise of my stock option and
the  effect  of  the sale of the option shares.  [(For executive officers of the
                                                   -----------------------------
Company or insiders of the Company) I further acknowledge that I am an affiliate
  --------------------------------
or  insider  of Marathon Bancorp and that federal securities laws are applicable
to the exercise of the stock option and any subsequent sale of the option shares
including  the  applicability  of  the Securities Act of 1933 and Rule 144 (both
dealing  with  the sale of shares by an affiliate).  I agree to comply with such
securities  laws  and  rules.]

                              Sincerely,

                              ___________________________
                              (Name  of  Optionee)