Washington, D.C. 20549



Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 26, 2001

MFB Corp.
(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation)

(Commission File Number)
(IRS Employer Identification No.)

121 South Church Street
Post Office Box 528
Mishawaka, Indiana

(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code: (219) 255-3146

Item 5.  Other Events.

   Pursuant to General Instruction F to Form 8-K, the press release issued January 26, 2001 concerning the Annual Earnings and Cash Dividend announcement is incorporated herein by reference and is attached hereto as Exhibit 1.

Item 7.   Financial Statements and Exhibits.

        (c)   Exhibits

               Exhibit 1 -- Press Release dated January 26, 2001.


  Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Timothy C. Boenne, Vice President

Dated: January 31, 2001

January 17, 2001

Point of Contact: Charles J. Viater


Mishawaka, Indiana - MFB Corp. (NASDAQ/MFBC), (the "Corporation"), parent company of MFB Financial (the "Bank"), based in Mishawaka, Indiana, announced today that it is amending its earlier announcement of financial results for the quarter ended December 31, 2000. The amended results report a net loss of $(135,000), or $(.10) diluted earnings per share for the three months ended December 31, 2000 compared to $689,000 or $.48 diluted earnings per share for the three months ended December 31, 1999. Net income as previously released on January 17, 2001 was $972,000 or $.70 diluted earnings per share.

The previously announced results did not take into account recently discovered information concerning a $2.5 million loan as of December 31, 2000, to one of its commercial borrowers. On January 22, 2001 this commercial customer filed an emergency petition for protection under chapter 11 of the United States Bankruptcy Code. Because of this bankruptcy filing and uncertainty as to the status of the underlying collateral for the loan, the Bank is unable to determine at this time how much of the loan it will ultimately recover from the commercial customer. Therefore, the Bank has recorded an additional $1.8 million provision to loan loss reserves in the quarter ended December 31, 2000 which has an approximate after tax effect to net income of $(1.1) million, or $(.80) diluted earnings per share. The Bank is aggressively pursuing steps to recover the loan proceeds from the customer, but there is no assurance at this time that the Bank will be successful in its recovery efforts.

Cash dividends, which were announced on January 17, 2001 in the amount of $.10 per share will be paid on February 13, 2001 to shareholders of record on January 31, 2001. Shareholders' equity at December 31, 2000 was $32.4 million compared to $32.5 million at September 30, 2000. The end of period equity to assets ratio was 8.08% compared to 8.21% at the earlier date. "The Bank continues to have net worth far in excess of regulatory requirements and anticipates continuing to reward shareholders with dividends and stock repurchase programs" according to Charles Viater, President and CEO. This will be the 19th consecutive quarter of dividends paid to shareholders.

This press release may contain forward-looking statements, which are based on management's current expectations regarding economic, legislative and regulatory issues. Factors which may cause future results to vary materially include, but are not limited to, general economic conditions, changes in interest rates, loan demand, and competition. Additional factors include changes in accounting principles, policies or guidelines; changes in legislation or regulation; and other economic, competitive, regulatory and technological factors affecting each company's operations, pricing, products and services. Although management believes it uses the best information available to determine valuation allowances, unforeseen market conditions or other unforeseen events could result in adjustments and net earnings could be significantly affected if circumstances differ substantially from the assumptions used in making such determination. The determination by the Bank as to the classification of its assets and the amount of its valuation allowances is also subject to review by the Office of Thrift Supervision.

The Bank is a wholly owned subsidiary of MFB Corp. providing retail and small business financial services to the Michiana area through its main office in Mishawaka and six banking centers located in St. Joseph and Elkhart counties.

Consolidated Balance Sheets (Unaudited)
December 31, 2000 and September 30, 2000
(in thousands)

  December 31,
September 30,
Cash and due from financial institutions $ 12,260 $ 9,693
Interest-bearing deposits in other financial institutions - short term 10,154 4,851
   Total Cash and cash equivalents 22,414 14,544
Securities available-for-sale 45,927 41,623
Federal Home Loan Bank (FHLB) stock, at cost 6,308 6,308
Loans held for sale, net unrealized losses of $0 at 12/31/00 and $131,618 at 9/30/00 872 6,494
Loans receivable, net of allowance for loan losses of $3,531,000 at 12/31/00 and $1,672,000 at 9/30/00 313,969 315,506
Accrued interest receivable 2,279 1,894
Premises and equipment, net 4,743 4,688
Mortgage servicing Rights,net 693 611
Investment in limited partnership 2,922 2,948
Other assets 1,316 1,387
Total Assets $401,443 $396,003
    Noninterest-bearing demand deposits $ 12,114 $ 11,802
    Savings, NOW and MMDA deposits 64,488 56,569
    Other time deposits 172,127 171,023
      Total deposits 248,729 239,394
Securities sold under agreements to repurchase 8,465 9,143
Federal Home Loan Bank Advances 109,802 112,152
  Advances from borrowers for taxes and insurance 971 2,116
  Accrued expenses and other liabilities 1,054 684
    Total Liabilities 369,021 363,489
Shareholders' Equity
  Common Stock, 5,000,000 shares authorized;
    shares issued: 1,689,417 - 12/31/00 and 9/30/00
    shares outstanding: 1,346,489 - 12/31/00, 1,358,449 - 9/30/00 13,130 13,136
  Retained earnings - substantially restricted 27,448 27,711
  Accumulated other comprehensive income (loss), net of tax (535) (916)
 Treasury Stock, 342,928 common shares - 12/31/00
  330,968 common shares - 9/30/00
(7,621) (7,417)
Total shareholders' equity 32,422 32,514
Total Liabilities and Shareholders' Equities $401,443 $396,003

Consolidated Statement of Income (Unaudited)
Three Months Ended December 31, 2000 and 1999
(in thousands)

  Three Months Ended December 31, 2000 Three Months Ended December 31, 1999
Total interest income $7,744 $6,520
Total interest expense 4,637 3,685
   Net interest income 3,107 2,835
Provision for loan losses 1,957 75
Net interest income after provision for loan losses 1,150 2,760
Total non-interest income 661 358
Total non-interest expense 2,049 2,010
Income before income taxes (238) 1,108
Income tax expense (103) 419
  Net Income $(135) $689
Basic Earnings per common share $ (.10) $ .49
Diluted Earnings per common share $ (.10) $ .48

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