Registration No. ________

                         As filed with the Securities and Exchange
                                      Commission on July 25, 1996

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549



                             FORM S-8

                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933



                    First Mutual Bancorp, Inc.
    (Exact Name of Registrant as Specified in its Charter)
    Delaware                                     37-1339075
 (State of Incorporation)         (IRS Employer Identification No.)

                       135 East Main Street
                     Decatur, Illinois  62525
              (Address of Principal Executive Offices)



                    First Mutual Bancorp, Inc.
                      1996 Stock Option Plan
 

                    First Mutual Bancorp, Inc.
               1996 Recognition and Retention Plan
                    (Full Title of the Plans)

                            Copies to:
            Paul K. Reynolds          Robert B. Pomerenk, Esquire
          President and Chief        Luse Lehman Gorman Pomerenk &
            Executive Officer                    Schick
        First Mutual Bancorp, Inc.   A Professional Corporation
          135 East Main Street    5335 Wisconsin Ave., N.W., #400
        Decatur, Illinois  62525       Washington, D.C.  20015
            (217) 429-2306                  (202) 274-2000
                                                      
          (Name, Address and Telephone
           Number of Agent for Service)



    If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933 check the following box.   [X]

Total Number of Pages 31               Exhibit Index on Page 6
<PAGE>



                 CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
  Title of                      Proposed         Proposed 
 Securities       Amount         Maximum          Maximum       Amount of
   to be          to be       Offering Price     Aggregate     Registration
 Registered    Registered(1)    Per Share     Offering Price        Fee
- ---------------------------------------------------------------------------
<S>            <C>            <C>             <C>              <C>
Options to
Purchase 
common stock

Common Stock,
par value $.10 470,000        $11.6875(2)     $5,493,125       $1,894.19
per share       shares(3)    

Common Stock,
par value $.10 188,000        $11.6875(5)     $2,197,250       $  757.68
per share       shares(4)    

Total:         658,000 shares                 $7,690,375       $2,651.87
<FN>
______________
(1) Together with an indeterminate number of additional shares
    which may be necessary to adjust the number of shares reserved
    for issuance pursuant to the First Mutual Bancorp, Inc. 1996
    Stock Option Plan (the "1996 Stock Option Plan") and the First
    Mutual Bancorp, Inc. 1996 Recognition and Retention Plan (the
    "1996 Recognition Plan"), as the result of a stock split,
    stock dividend or similar adjustment of the outstanding Common
    Stock of Reliance Financial, Inc. pursuant to 17 C.F.R. Section
    230.416(a).
(2) Determined by the exercise price of the options pursuant to 17
    C.F.R. Section 230.457(h)(1).
(3) Represents the number of shares currently reserved for
    issuance pursuant to the 1996 Stock Option Plan.
(4) Represents the number of shares currently reserved for
    issuance pursuant to the 1996 Recognition Plan.
(5) Determined by the fair market value of the common stock as of
    July 23, 1996, pursuant to 17 C.F.R. Section 230.457(h)(1)
</TABLE>

                       --------------------

     This Registration Statement shall become effective upon filing
in accordance with Section 8(a) of the Securities Act of 1933 and
17 C.F.R. Section 230.462.
<PAGE>                             PART I.

Item 1.  Plan Information

     This Registration Statement relates to the registration of (i)
options to purchase up to 470,000 shares of common stock, par value
$.10 per share (the "Common Stock"), of First Mutual Bancorp, Inc.
(the "Company") pursuant to the First Mutual Bancorp, Inc. 1996
Stock Option Plan (the "1996 Stock Option Plan"), (ii) 470,000
shares of Common Stock reserved for issuance and delivery upon
exercise of options under the 1996 Stock Option Plan, and (iii)
188,000 shares of Common Stock pursuant to the First Mutual
Bancorp, Inc. 1996 Recognition and Retention Plan (the "1996
Recognition Plan") to be awarded to employees and directors under
such plan. Documents containing the information required by Part 1
of this Registration Statement have or will be sent or given to
participants in the 1996 Stock Option Plan and 1996 Recognition
Plan, as appropriate, as specified by Securities Act Rule
428(b)(1).  Such documents are not filed with the Securities and
Exchange Commission (the "Commission" or "SEC") either as part of
this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 in reliance on Rule 428.

PART II.

Item 3.  Incorporation of Documents by Reference

     All documents filed by the Company pursuant to Sections 13(a)
and (c), 14 or 15(d) of the Exchange Act after the date hereof and
prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference to this registration statement and
be part hereof from the date of filing of such documents.  Any
statement contained in this Registration Statement, or in a
document incorporated or deemed to be incorporated by reference
herein, shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference
herein, modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
     
     The following documents filed or to be filed with the
Commission are incorporated by reference in this Registration
Statement:

     (a)  Registrant's Prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933 on December 23, 1994 and the
audited financial statements in the Registration Statement on S-1
(Commission File No. 33-87886), filed by the Company under the
Securities Act of 1933 with the SEC on December 23, 1994, as
amended on February 6, 1995, February 13, 1995, April 14, 1995 and
April 26, 1995, and incorporated by reference to the Registration
Statement on Form 8-A filed by the Company under the Securities
Exchange Act of 1934 on June 2, 1995.

     (b)(1)    The Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995, filed with the SEC on March 29, 1996.

     (b)(2)    The Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996, filed with the SEC on May 15,
1996.

     (c)  The description of the Common Stock contained in the
Registration Statement on Form S-1 (Commission File No. 33-87886),
filed by the Company under the Securities Act of 1933 with the SEC
on December 23, 1995, as amended on February 6 and February 13,
1995, April 14, 1995 and April 26, 1995 and incorporated by
reference to the Registration Statement on Form 8-A filed by
Holding Company under the Securities Exchange Act of 1934 on June
2, 1995.
<PAGE>

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     None.  Neither the named experts or counsel referenced below
have an interest in the Registrant.

     The validity of the Common Stock offered hereby has been
passed upon by Luse Lehman Gorman Pomerenk & Schick, A Professional
Corporation, 5335 Wisconsin Avenue, N.W., Suite 400, Washington,
D.C.  20015, special counsel for the Registrant.

Item 6.  Indemnification of Directors and Officers

     Directors and officers of the Registrant are indemnified and
held harmless against liability to the fullest extent permissible
by the general corporation law of Delaware as it currently exists
or as it may be amended, provided any such amendment provides
broader indemnification provisions than currently exists.  This
indemnification applies to the directors who administer the 1996
Stock Option Plan and the 1996 Recognition Plan.

     The right to indemnification includes the right to be paid by
the Registrant the expenses incurred in defending any such
proceeding in advance of its final disposition, provided the
indemnitee undertakes to repay advanced amounts if a final
adjudication determines that such indemnitee is not entitled to be
indemnified for such expenses. The indemnitee shall have the right
to enforce his rights to indemnification or to an advancement of
expenses, and the burden of proof with respect to such matters
shall be on the Registrant. The Registrant may maintain liability
insurance, at its expense, on certain persons to protect itself
against any expense, liability or loss, whether or not the
Registrant would have the power to indemnity such persons against
such expense, liability or loss under Delaware General Corporation
Law.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Registrant, the Registrant has been
informed that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act of 1933
and is therefore unenforceable.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  List of Exhibits.

     The following exhibits are filed with or incorporated by
reference into this Registration Statement on Form S-8:

     4.1  First Mutual Bancorp, Inc. 1996 Stock Option Plan.

     4.2  First Mutual Bancorp, Inc. 1996 Recognition and Retention
Plan.

     5    Opinion of Luse Lehman Gorman Pomerenk & Schick, A
          Professional Corporation as to the legality of the Common
          Stock registered hereby.

     
     23.1 Consent of Luse Lehman Gorman Pomerenk & Schick, A
          Professional Corporation (contained in the opinion
          included as Exhibit 5).
<PAGE>

     23.2 Consent of Crowe, Chizek and Company LLP.

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 to include any material information with respect to the
Registration Statement not previously disclosed in this
Registration Statement or any material change to such information
in this 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 1996 Stock Option Plan or 1996
Recognition Plan; and

     4.   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 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this
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.

     5.   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>

                          EXHIBIT INDEX


Exhibit Number               Description                     Page


    4.1  First Mutual Bancorp, Inc. 1996 Stock Option Plan.      

    4.2  First Mutual Bancorp, Inc. 1996 Recognition and 
         Retention Plan.                                         

    5    Opinion of Luse Lehman Gorman Pomerenk & 
         Schick, A Professional Corporation as to the 
         legality of the Common Stock registered hereby.

    
    23.1 Consent of Luse Lehman Gorman Pomerenk & Schick,
         A Professional Corporation (contained in the
         opinion included as Exhibit 5).

    23.2 Consent of Crowe, Chizek and Company LLP
<PAGE>
                            SIGNATURES


    The Registrant.  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 Decatur, State of Illinois, on this
25th day of July, 1996.

                                  FIRST MUTUAL BANCORP, INC.



                                  By:/s/ Paul K. Reynolds
                                       Paul K. Reynolds, President
                                     and      Chief Executive
Officer
                                  (Principal Executive Officer)


                                  By:/s/ G. Lynn Brinkman
                                     G. Lynn Brinkman, Vice
                                     President, Secretary,
                                     Treasurer and Chief 
                                     Financial Officer
                                  (Principal Accounting and
                                   Financial Officer)

    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 date indicated.


/s/ C. Robert Chartain             July 25, 1996
C. Robert Chartain, Chairman of the Board
 and Director

/s/ Paul K. Reynolds               July 25, 1996
Paul K. Reynolds
Director

/s/ Richard J. Welsh               July 25, 1996
Richard J. Welsh
Director

/s/ Richard L. Jacobs              July 25, 1996
Richard L. Jacobs
Director

/s/ Glen J. Whitney                July 25, 1996
Glen J. Whitney
Director

/s/ Roy M. Ousley                  July 25, 1996
Roy M. Ousley
Director

/s/ Robert D. Nichols              July 25, 1996
Robert D. Nichols
Director
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{"company-data": {"conformed-name": "FIRST MUTUAL BANCORP INC", "cik": "0000934738", "assigned-sic": "6036", "irs-number": "371339075", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08861", "film-number": "96599084"}, "business-address": {"street1": "135 EAST MAIN ST", "city": "DECATUR", "state": "IL", "zip": "62523", "phone": "2174292306"}, "former-company": {"former-conformed-name": "FIRST MUTUAL FINANCIAL INC", "date-changed": "19941228"}}
Registration No. ________

                         As filed with the Securities and Exchange
                                      Commission on July 25, 1996

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                             FORM S-8

                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933

                    First Mutual Bancorp, Inc.
    (Exact Name of Registrant as Specified in its Charter)
    Delaware                                     37-1339075
 (State of Incorporation)         (IRS Employer Identification No.)

                       135 East Main Street
                     Decatur, Illinois  62525
              (Address of Principal Executive Offices)

                    First Mutual Bancorp, Inc.
                      1996 Stock Option Plan
 

                    First Mutual Bancorp, Inc.
               1996 Recognition and Retention Plan
                    (Full Title of the Plans)

                            Copies to:
            Paul K. Reynolds          Robert B. Pomerenk, Esquire
          President and Chief        Luse Lehman Gorman Pomerenk &
            Executive Officer                    Schick
        First Mutual Bancorp, Inc.   A Professional Corporation
          135 East Main Street    5335 Wisconsin Ave., N.W., #400
        Decatur, Illinois  62525       Washington, D.C.  20015
            (217) 429-2306                  (202) 274-2000
                                                      
          (Name, Address and Telephone
           Number of Agent for Service)

    If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933 check the following box.   [X]

Total Number of Pages 31               Exhibit Index on Page 6
CALCULATION OF REGISTRATION FEE
Title of                      Proposed         Proposed 
 Securities       Amount         Maximum          Maximum       Amount of
   to be          to be       Offering Price     Aggregate     Registration
 Registered    Registered(1)    Per Share     Offering Price        Fee
- ---------------------------------------------------------------------------
Options to
Purchase 
common stock

Common Stock,
par value $.10 470,000        $11.6875(2)     $5,493,125       $1,894.19
per share       shares(3)    

Common Stock,
par value $.10 188,000        $11.6875(5)     $2,197,250       $  757.68
per share       shares(4)    

Total:         658,000 shares                 $7,690,375       $2,651.87
______________
(1) Together with an indeterminate number of additional shares
    which may be necessary to adjust the number of shares reserved
    for issuance pursuant to the First Mutual Bancorp, Inc. 1996
    Stock Option Plan (the "1996 Stock Option Plan") and the First
    Mutual Bancorp, Inc. 1996 Recognition and Retention Plan (the
    "1996 Recognition Plan"), as the result of a stock split,
    stock dividend or similar adjustment of the outstanding Common
    Stock of Reliance Financial, Inc. pursuant to 17 C.F.R. Section
    230.416(a).
(2) Determined by the exercise price of the options pursuant to 17
    C.F.R. Section 230.457(h)(1).
(3) Represents the number of shares currently reserved for
    issuance pursuant to the 1996 Stock Option Plan.
(4) Represents the number of shares currently reserved for
    issuance pursuant to the 1996 Recognition Plan.
(5) Determined by the fair market value of the common stock as of
    July 23, 1996, pursuant to 17 C.F.R. Section 230.457(h)(1)
--------------------

     This Registration Statement shall become effective upon filing
in accordance with Section 8(a) of the Securities Act of 1933 and
17 C.F.R. Section 230.462.
PART I.

Item 1.  Plan Information

     This Registration Statement relates to the registration of (i)
options to purchase up to 470,000 shares of common stock, par value
$.10 per share (the "Common Stock"), of First Mutual Bancorp, Inc.
(the "Company") pursuant to the First Mutual Bancorp, Inc. 1996
Stock Option Plan (the "1996 Stock Option Plan"), (ii) 470,000
shares of Common Stock reserved for issuance and delivery upon
exercise of options under the 1996 Stock Option Plan, and (iii)
188,000 shares of Common Stock pursuant to the First Mutual
Bancorp, Inc. 1996 Recognition and Retention Plan (the "1996
Recognition Plan") to be awarded to employees and directors under
such plan. Documents containing the information required by Part 1
of this Registration Statement have or will be sent or given to
participants in the 1996 Stock Option Plan and 1996 Recognition
Plan, as appropriate, as specified by Securities Act Rule
428(b)(1).  Such documents are not filed with the Securities and
Exchange Commission (the "Commission" or "SEC") either as part of
this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 in reliance on Rule 428.

PART II.

Item 3.  Incorporation of Documents by Reference

     All documents filed by the Company pursuant to Sections 13(a)
and (c), 14 or 15(d) of the Exchange Act after the date hereof and
prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference to this registration statement and
be part hereof from the date of filing of such documents.  Any
statement contained in this Registration Statement, or in a
document incorporated or deemed to be incorporated by reference
herein, shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference
herein, modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
     
     The following documents filed or to be filed with the
Commission are incorporated by reference in this Registration
Statement:

     (a)  Registrant's Prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933 on December 23, 1994 and the
audited financial statements in the Registration Statement on S-1
(Commission File No. 33-87886), filed by the Company under the
Securities Act of 1933 with the SEC on December 23, 1994, as
amended on February 6, 1995, February 13, 1995, April 14, 1995 and
April 26, 1995, and incorporated by reference to the Registration
Statement on Form 8-A filed by the Company under the Securities
Exchange Act of 1934 on June 2, 1995.

     (b)(1)    The Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995, filed with the SEC on March 29, 1996.

     (b)(2)    The Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996, filed with the SEC on May 15,
1996.

     (c)  The description of the Common Stock contained in the
Registration Statement on Form S-1 (Commission File No. 33-87886),
filed by the Company under the Securities Act of 1933 with the SEC
on December 23, 1995, as amended on February 6 and February 13,
1995, April 14, 1995 and April 26, 1995 and incorporated by
reference to the Registration Statement on Form 8-A filed by
Holding Company under the Securities Exchange Act of 1934 on June
2, 1995.
Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     None.  Neither the named experts or counsel referenced below
have an interest in the Registrant.

     The validity of the Common Stock offered hereby has been
passed upon by Luse Lehman Gorman Pomerenk & Schick, A Professional
Corporation, 5335 Wisconsin Avenue, N.W., Suite 400, Washington,
D.C.  20015, special counsel for the Registrant.

Item 6.  Indemnification of Directors and Officers

     Directors and officers of the Registrant are indemnified and
held harmless against liability to the fullest extent permissible
by the general corporation law of Delaware as it currently exists
or as it may be amended, provided any such amendment provides
broader indemnification provisions than currently exists.  This
indemnification applies to the directors who administer the 1996
Stock Option Plan and the 1996 Recognition Plan.

     The right to indemnification includes the right to be paid by
the Registrant the expenses incurred in defending any such
proceeding in advance of its final disposition, provided the
indemnitee undertakes to repay advanced amounts if a final
adjudication determines that such indemnitee is not entitled to be
indemnified for such expenses. The indemnitee shall have the right
to enforce his rights to indemnification or to an advancement of
expenses, and the burden of proof with respect to such matters
shall be on the Registrant. The Registrant may maintain liability
insurance, at its expense, on certain persons to protect itself
against any expense, liability or loss, whether or not the
Registrant would have the power to indemnity such persons against
such expense, liability or loss under Delaware General Corporation
Law.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Registrant, the Registrant has been
informed that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act of 1933
and is therefore unenforceable.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  List of Exhibits.

     The following exhibits are filed with or incorporated by
reference into this Registration Statement on Form S-8:

     4.1  First Mutual Bancorp, Inc. 1996 Stock Option Plan.

     4.2  First Mutual Bancorp, Inc. 1996 Recognition and Retention
Plan.

     5    Opinion of Luse Lehman Gorman Pomerenk & Schick, A
          Professional Corporation as to the legality of the Common
          Stock registered hereby.

     
     23.1 Consent of Luse Lehman Gorman Pomerenk & Schick, A
          Professional Corporation (contained in the opinion
          included as Exhibit 5).
23.2 Consent of Crowe, Chizek and Company LLP.

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 to include any material information with respect to the
Registration Statement not previously disclosed in this
Registration Statement or any material change to such information
in this 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 1996 Stock Option Plan or 1996
Recognition Plan; and

     4.   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 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this
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.

     5.   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.
EXHIBIT INDEX

Exhibit Number               Description                     Page

    4.1  First Mutual Bancorp, Inc. 1996 Stock Option Plan.      

    4.2  First Mutual Bancorp, Inc. 1996 Recognition and 
         Retention Plan.                                         

    5    Opinion of Luse Lehman Gorman Pomerenk & 
         Schick, A Professional Corporation as to the 
         legality of the Common Stock registered hereby.

    
    23.1 Consent of Luse Lehman Gorman Pomerenk & Schick,
         A Professional Corporation (contained in the
         opinion included as Exhibit 5).

    23.2 Consent of Crowe, Chizek and Company LLP
SIGNATURES

    The Registrant.  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 Decatur, State of Illinois, on this
25th day of July, 1996.

                                  FIRST MUTUAL BANCORP, INC.

                                  By:/s/ Paul K. Reynolds
                                       Paul K. Reynolds, President
                                     and      Chief Executive
Officer
                                  (Principal Executive Officer)

                                  By:/s/ G. Lynn Brinkman
                                     G. Lynn Brinkman, Vice
                                     President, Secretary,
                                     Treasurer and Chief 
                                     Financial Officer
                                  (Principal Accounting and
                                   Financial Officer)

    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 date indicated.

/s/ C. Robert Chartain             July 25, 1996
C. Robert Chartain, Chairman of the Board
 and Director

/s/ Paul K. Reynolds               July 25, 1996
Paul K. Reynolds
Director

/s/ Richard J. Welsh               July 25, 1996
Richard J. Welsh
Director

/s/ Richard L. Jacobs              July 25, 1996
Richard L. Jacobs
Director

/s/ Glen J. Whitney                July 25, 1996
Glen J. Whitney
Director

/s/ Roy M. Ousley                  July 25, 1996
Roy M. Ousley
Director

/s/ Robert D. Nichols              July 25, 1996
Robert D. Nichols
Director