================================================================================

                                                            Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                    MFB CORP.
             (Exact name of Registrant as specified in its charter)

                 Indiana                                  35-1907258
     (State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                   Identification No.)

         121 South Church Street
              P.O. Box 528
           Mishawaka, Indiana                                46546
(Address of  Principal Executive Offices)                 (Zip Code)

                 MISHAWAKA FEDERAL SAVINGS EMPLOYEES' SAVINGS &
                          PROFIT SHARING PLAN AND TRUST
                            (Full title of the plans)

                                Charles J. Viater
                      President and Chief Executive Officer
                                    MFB Corp.
                             121 South Church Street
                                  P.O. Box 528
                            Mishawaka, Indiana 46546
                     (Name and address of agent for service)

          (Telephone number, including area code, of agent for service)
                                                            (219) 255-3146

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                   Proposed          Proposed
       Title of                     maximum           maximum       Amount
      securities      Amount       offering          aggregate       of
         to be         to be       price per         offering    registration 
     registered     registered      share(1)         price(1)        fee
- --------------------------------------------------------------------------------
Common Stock,
without par value     15,000       $16.625           $249,375      $100.00
        (2)
================================================================================

(1)    Estimated  solely  to  determine  the  registration  fee and based on the
       average of the high and low sales prices per share of Common Stock of MFB
       Corp. on September 20, 1996, pursuant to Rule 457(c) and (h).

(2)    In addition,  pursuant to Rule 416(c) under the  Securities  Act of 1933,
       this  Registration  Statement  also  covers  an  indeterminate  amount of
       interests  to be offered or sold  pursuant to the  employee  benefit plan
       described herein.

(3)    Any  additional  shares of Common Stock to be issued as a result of stock
       dividends, stock splits, or similar transactions shall be covered by this
       Registration Statement as provided in Rule 416.

                                Page 1 of 8 Pages
                             Exhibit Index on Page 6

<PAGE>


                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

     Document(s)  containing  information  specified  by Part I of this Form S-8
Registration  Statement  ("Registration  Statement")  will be sent or  given  to
participants  in the  Mishawaka  Federal  Savings  Employees'  Savings  & Profit
Sharing Plan and Trust (the "Plan"), as specified in Rule 428(b)(1)  promulgated
by  the  Securities  and  Exchange   Commission  (the  "Commission")  under  the
Securities Act of 1933, as amended (the "1933 Act").  Such  document(s)  are not
being  filed  with the  Commission  but  constitute  (along  with the  documents
incorporated by reference into the Registration  Statement pursuant to Item 3 of
Part II hereof),  a prospectus  that meets the  requirements of Section 10(a) of
the 1933 Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.
     The following  documents  are hereby  incorporated  by reference  into this
Registration Statement:

(1)      The annual report of MFB Corp.  (the  "Registrant")  for the year ended
         September 30, 1995,  filed with the Securities and Exchange  Commission
         on Form 10-K;

(2)      All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
         Securities  Exchange  Act of 1934 (the  "1934  Act") by the  Registrant
         since September 30, 1995; and

(3)      The description of the capital stock of the Registrant contained in the
         Registrant's  Registration  Statement on Form 8-A, which was filed with
         the Commission on February 7, 1994, and all amendments or reports filed
         for the purpose of updating such description.

     All  documents  subsequently  filed by the  Registrant or the Plan with the
Commission  pursuant to  Sections  l3(a),  13(c),  l4, and l5(d) of the 1934 Act
prior to the filing of a post-effective amendment that indicates that all shares
offered  hereby have been sold or that  deregisters  all shares  then  remaining
unsold,  shall be deemed to be incorporated by reference into this  Registration
Statement and to be a part thereof from the date they are filed.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Article 13 of the  Registrant's  Articles  of  Incorporation,  pursuant  to
authority  contained in the Indiana Business  Corporation Law,  provides for the
indemnification  of the Registrant's  officers and directors  against  expenses,
judgments,  settlements,  penalties  and fines that may be  incurred  by them in
connection with the defense of any action, suit or proceeding,  or in connection
with any appeal  therein,  to which they are made  parties if they acted in good
faith and in a manner they reasonably believed,  in the case of conduct in their
official capacity,  was in the best interest of the Registrant and, in all other
cases, was not opposed to the best interests of the Registrant and, with respect
to any  criminal  action or  proceeding,  they  either had  reasonable  cause to
believe their conduct was lawful or no reasonable cause to believe their conduct
was unlawful.  Such  indemnification is required in cases where the directors or
officers  are  successful,  on the merits or  otherwise,  in the  defense of any
claim, issue or matter.

     The Registrant also maintains directors' and officers' liability insurance.

Item 7.  Exemption from Registration Claimed.

     Not applicable.


<PAGE>

tem 8.     Exhibits.

     The exhibits furnished with this registration  statement are listed on page
E-1.  Registrant  understands  that the Plan has been  submitted to the Internal
Revenue   Service  (the  "IRS")  for  a  favorable   determination   as  to  its
qualification and has made or will make all changes required by the IRS in order
to qualify the Plan.

Item 9.    Undertakings.

     (a) 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 1933 Act; (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  (provided  that any  increase  or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the  estimated  maximum  offering  range  may  be  reflected  in the  form  of a
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20% change
in the  maximum  aggregate  offering  price  set  forth in the  "Calculation  of
Registration  Fee"  table on the  effective  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 clauses
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included
in a post-effective  amendment by those clauses is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the 1934 Act that are
incorporated  by  reference in the  Registration  Statement;  (2) that,  for the
purpose  of   determining   any   liability   under  the  1933  Act,  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;  and
(3) to remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  that remain unsold at the  termination of the
offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual  report  pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where  applicable,  each filing of the Plan's annual report  pursuant to Section
15(d) of the 1934 Act) 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.

     (c) Insofar as indemnification  for liabilities  arising under the 1933 Act
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 Commission,  such indemnification is
against  public  policy  as  expressed  in  the  1933  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  1933  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 Mishawaka, and the State of Indiana, on this 26th day
of September, 1996.


                                      MFB CORP.


                                      By  /s/ Charles J. Viater
                                          Charles J. Viater
                                          President and Chief Executive Officer


     Each person whose signature  appears below hereby  constitutes and appoints
Charles J. Viater and Timothy C. Boenne,  and each of them,  his true and lawful
attorney-in-fact  and agent, with full power of substitution and  resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement on Form S-8 and to file the same, with all exhibits thereto, and other
documents in connection  therewith,  with the Securities and Exchange Commission
under the Securities Act of 1933.

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

       Signature                         Title                       Date
       ---------                         -----                       ----
(1) Principal Executive Officer:


    /s/ Charles J. Viater         President and Chief      )
    Charles J. Viater             Executive Officer        )
                                                           )
(2) Principal Financial and                                )
    Accounting Officer:                                    )
                                                           )
                                                           )
    /s/ Timothy C. Boenne         Vice President and       )
    Timothy C. Boenne             Controller of Mishawaka  )
                                  Federal Savings          )
                                                           ) September 26, 1996
                                                           )
(3) A Majority of the Board                                )
    of Directors                                           )
                                                           )
                                                           )
    /s/ M. Gilbert Eberhart       Director                 )
    M. Gilbert Eberhart                                    )
                                                           )
                                                           )
    /s/ Thomas F. Hums            Director                 )
    Thomas F. Hums                                         )
                                                           )
                                                           )
                                                           )

<PAGE>


                                                           )
    /s/ Jonathan E. Kintner       Director                 )
    Jonathan E. Kintner                                    )
                                                           )
                                                           )
    /s/ Michael J. Marien         Director                 )
    Michael J. Marien                                      )
                                                           )
                                                           )
    /s/ Marian K. Torian          Director                 ) September 26, 1996
    Marian K. Torian                                       )
                                                           )
                                                           )
    /s/ Charles J. Viater         Director                 )
    Charles J. Viater                                      )
                                                           )
                                                           )
    /s/ Reginald H. Wagle         Director                 )
    Reginald H. Wagle                                      )
                                                           )
                                                           )


The Plan

       Pursuant to the  requirements of the Securities Act of 1933, the Plan has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned thereunto duly authorized in the city of Mishawaka, and the State of
Indiana, on this 26th day of September, 1996.

                                   MISHAWAKA FEDERAL SAVINGS EMPLOYEES'
                                   SAVINGS & PROFIT SHARING PLAN AND TRUST

                                   By the Plan Committee:



                                   /s/ Charles J. Viater
                                   Charles J. Viater

                                   /s/ Pamela J. Weaver
                                   Pamela J. Weaver


<PAGE>

                                INDEX TO EXHIBITS

                                                                      Page No.
                                                                        In
                                                                       This
Exhibit No.              Description                                  Filing

4.1      Articles  of   Incorporation   of  the   Registrant  are
         incorporated   by  reference  to  Exhibit  3(1)  to  the
         Registrant's   Registration   Statement   on  Form   S-1
         (Registration  No.  33-73098),  which was filed with the
         Commission on December 17, 1993

4.2      By-Laws of the Registrant are  incorporated by reference
         to  Exhibit  3(2)  of  the   Registrant's   Registration
         Statement on Form S-1 (Registration No. 33-73098), which
         was filed with the Commission on December 17, 1993

5        Opinion of Barnes & Thornburg  as to the legality of the
         securities being registered

23.1     Consent of Crowe, Chizek and Company LLP

23.2     Consent of Barnes &  Thornburg  is  included  as part of
         Exhibit 5

24       Power  of  Attorney  is set  forth  on page  S-1 of this
         Registration Statement
[{"type": "S-8", "sequence": "1", "description": "MISHAWAKA FEDERAL EMPLOYEES SAVINGS & PROFIT PLAN", "secsgml_size_bytes": 18087}]
{"company-data": {"conformed-name": "MFB CORP", "cik": "0000916396", "assigned-sic": "6035", "irs-number": "351907258", "state-of-incorporation": "IN", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13051", "film-number": "96636961"}, "business-address": {"street1": "121 SOUTH CHURCH ST", "street2": "PO BOX 528", "city": "MISHAWAKA", "state": "IN", "zip": "46546-0528", "phone": "2192553146"}, "mail-address": {"street1": "P O BOX 528", "city": "MISHAWNA", "state": "IN", "zip": "46544"}}
================================================================================

                                                            Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                    MFB CORP.
             (Exact name of Registrant as specified in its charter)

                 Indiana                                  35-1907258
     (State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                   Identification No.)

         121 South Church Street
              P.O. Box 528
           Mishawaka, Indiana                                46546
(Address of  Principal Executive Offices)                 (Zip Code)

                 MISHAWAKA FEDERAL SAVINGS EMPLOYEES' SAVINGS &
                          PROFIT SHARING PLAN AND TRUST
                            (Full title of the plans)

                                Charles J. Viater
                      President and Chief Executive Officer
                                    MFB Corp.
                             121 South Church Street
                                  P.O. Box 528
                            Mishawaka, Indiana 46546
                     (Name and address of agent for service)

          (Telephone number, including area code, of agent for service)
                                                            (219) 255-3146

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                   Proposed          Proposed
       Title of                     maximum           maximum       Amount
      securities      Amount       offering          aggregate       of
         to be         to be       price per         offering    registration 
     registered     registered      share(1)         price(1)        fee
- --------------------------------------------------------------------------------
Common Stock,
without par value     15,000       $16.625           $249,375      $100.00
        (2)
================================================================================

(1)    Estimated  solely  to  determine  the  registration  fee and based on the
       average of the high and low sales prices per share of Common Stock of MFB
       Corp. on September 20, 1996, pursuant to Rule 457(c) and (h).

(2)    In addition,  pursuant to Rule 416(c) under the  Securities  Act of 1933,
       this  Registration  Statement  also  covers  an  indeterminate  amount of
       interests  to be offered or sold  pursuant to the  employee  benefit plan
       described herein.

(3)    Any  additional  shares of Common Stock to be issued as a result of stock
       dividends, stock splits, or similar transactions shall be covered by this
       Registration Statement as provided in Rule 416.

                                Page 1 of 8 Pages
                             Exhibit Index on Page 6
PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

     Document(s)  containing  information  specified  by Part I of this Form S-8
Registration  Statement  ("Registration  Statement")  will be sent or  given  to
participants  in the  Mishawaka  Federal  Savings  Employees'  Savings  & Profit
Sharing Plan and Trust (the "Plan"), as specified in Rule 428(b)(1)  promulgated
by  the  Securities  and  Exchange   Commission  (the  "Commission")  under  the
Securities Act of 1933, as amended (the "1933 Act").  Such  document(s)  are not
being  filed  with the  Commission  but  constitute  (along  with the  documents
incorporated by reference into the Registration  Statement pursuant to Item 3 of
Part II hereof),  a prospectus  that meets the  requirements of Section 10(a) of
the 1933 Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.
     The following  documents  are hereby  incorporated  by reference  into this
Registration Statement:

(1)      The annual report of MFB Corp.  (the  "Registrant")  for the year ended
         September 30, 1995,  filed with the Securities and Exchange  Commission
         on Form 10-K;

(2)      All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
         Securities  Exchange  Act of 1934 (the  "1934  Act") by the  Registrant
         since September 30, 1995; and

(3)      The description of the capital stock of the Registrant contained in the
         Registrant's  Registration  Statement on Form 8-A, which was filed with
         the Commission on February 7, 1994, and all amendments or reports filed
         for the purpose of updating such description.

     All  documents  subsequently  filed by the  Registrant or the Plan with the
Commission  pursuant to  Sections  l3(a),  13(c),  l4, and l5(d) of the 1934 Act
prior to the filing of a post-effective amendment that indicates that all shares
offered  hereby have been sold or that  deregisters  all shares  then  remaining
unsold,  shall be deemed to be incorporated by reference into this  Registration
Statement and to be a part thereof from the date they are filed.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Article 13 of the  Registrant's  Articles  of  Incorporation,  pursuant  to
authority  contained in the Indiana Business  Corporation Law,  provides for the
indemnification  of the Registrant's  officers and directors  against  expenses,
judgments,  settlements,  penalties  and fines that may be  incurred  by them in
connection with the defense of any action, suit or proceeding,  or in connection
with any appeal  therein,  to which they are made  parties if they acted in good
faith and in a manner they reasonably believed,  in the case of conduct in their
official capacity,  was in the best interest of the Registrant and, in all other
cases, was not opposed to the best interests of the Registrant and, with respect
to any  criminal  action or  proceeding,  they  either had  reasonable  cause to
believe their conduct was lawful or no reasonable cause to believe their conduct
was unlawful.  Such  indemnification is required in cases where the directors or
officers  are  successful,  on the merits or  otherwise,  in the  defense of any
claim, issue or matter.

     The Registrant also maintains directors' and officers' liability insurance.

Item 7.  Exemption from Registration Claimed.

     Not applicable.
tem 8.     Exhibits.

     The exhibits furnished with this registration  statement are listed on page
E-1.  Registrant  understands  that the Plan has been  submitted to the Internal
Revenue   Service  (the  "IRS")  for  a  favorable   determination   as  to  its
qualification and has made or will make all changes required by the IRS in order
to qualify the Plan.

Item 9.    Undertakings.

     (a) 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 1933 Act; (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  (provided  that any  increase  or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the  estimated  maximum  offering  range  may  be  reflected  in the  form  of a
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20% change
in the  maximum  aggregate  offering  price  set  forth in the  "Calculation  of
Registration  Fee"  table on the  effective  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 clauses
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included
in a post-effective  amendment by those clauses is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the 1934 Act that are
incorporated  by  reference in the  Registration  Statement;  (2) that,  for the
purpose  of   determining   any   liability   under  the  1933  Act,  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;  and
(3) to remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  that remain unsold at the  termination of the
offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual  report  pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where  applicable,  each filing of the Plan's annual report  pursuant to Section
15(d) of the 1934 Act) 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.

     (c) Insofar as indemnification  for liabilities  arising under the 1933 Act
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 Commission,  such indemnification is
against  public  policy  as  expressed  in  the  1933  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  1933  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 Mishawaka, and the State of Indiana, on this 26th day
of September, 1996.

                                      MFB CORP.

                                      By  /s/ Charles J. Viater
                                          Charles J. Viater
                                          President and Chief Executive Officer

     Each person whose signature  appears below hereby  constitutes and appoints
Charles J. Viater and Timothy C. Boenne,  and each of them,  his true and lawful
attorney-in-fact  and agent, with full power of substitution and  resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement on Form S-8 and to file the same, with all exhibits thereto, and other
documents in connection  therewith,  with the Securities and Exchange Commission
under the Securities Act of 1933.

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

       Signature                         Title                       Date
       ---------                         -----                       ----
(1) Principal Executive Officer:

    /s/ Charles J. Viater         President and Chief      )
    Charles J. Viater             Executive Officer        )
                                                           )
(2) Principal Financial and                                )
    Accounting Officer:                                    )
                                                           )
                                                           )
    /s/ Timothy C. Boenne         Vice President and       )
    Timothy C. Boenne             Controller of Mishawaka  )
                                  Federal Savings          )
                                                           ) September 26, 1996
                                                           )
(3) A Majority of the Board                                )
    of Directors                                           )
                                                           )
                                                           )
    /s/ M. Gilbert Eberhart       Director                 )
    M. Gilbert Eberhart                                    )
                                                           )
                                                           )
    /s/ Thomas F. Hums            Director                 )
    Thomas F. Hums                                         )
                                                           )
                                                           )
                                                           )
)
    /s/ Jonathan E. Kintner       Director                 )
    Jonathan E. Kintner                                    )
                                                           )
                                                           )
    /s/ Michael J. Marien         Director                 )
    Michael J. Marien                                      )
                                                           )
                                                           )
    /s/ Marian K. Torian          Director                 ) September 26, 1996
    Marian K. Torian                                       )
                                                           )
                                                           )
    /s/ Charles J. Viater         Director                 )
    Charles J. Viater                                      )
                                                           )
                                                           )
    /s/ Reginald H. Wagle         Director                 )
    Reginald H. Wagle                                      )
                                                           )
                                                           )

The Plan

       Pursuant to the  requirements of the Securities Act of 1933, the Plan has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned thereunto duly authorized in the city of Mishawaka, and the State of
Indiana, on this 26th day of September, 1996.

                                   MISHAWAKA FEDERAL SAVINGS EMPLOYEES'
                                   SAVINGS & PROFIT SHARING PLAN AND TRUST

                                   By the Plan Committee:

                                   /s/ Charles J. Viater
                                   Charles J. Viater

                                   /s/ Pamela J. Weaver
                                   Pamela J. Weaver
INDEX TO EXHIBITS

                                                                      Page No.
                                                                        In
                                                                       This
Exhibit No.              Description                                  Filing

4.1      Articles  of   Incorporation   of  the   Registrant  are
         incorporated   by  reference  to  Exhibit  3(1)  to  the
         Registrant's   Registration   Statement   on  Form   S-1
         (Registration  No.  33-73098),  which was filed with the
         Commission on December 17, 1993

4.2      By-Laws of the Registrant are  incorporated by reference
         to  Exhibit  3(2)  of  the   Registrant's   Registration
         Statement on Form S-1 (Registration No. 33-73098), which
         was filed with the Commission on December 17, 1993

5        Opinion of Barnes & Thornburg  as to the legality of the
         securities being registered

23.1     Consent of Crowe, Chizek and Company LLP

23.2     Consent of Barnes &  Thornburg  is  included  as part of
         Exhibit 5

24       Power  of  Attorney  is set  forth  on page  S-1 of this
         Registration Statement