UNITED
STATES




SECURITIES
AND EXCHANGE COMMISSION




WASHINGTON,
D.C. 20549




FORM
8-K




CURRENT
REPORT




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




Date
      of Report (Date of Earliest Event Reported):
            
            APRIL
      30, 2008


First
Clover Leaf Financial Corp.


__________________________________________


(Exact
name of registrant as specified in its charter)




MARYLAND
            0-50820
            20-4797391_____________________
              (State
      or other jurisdiction
            _____________
              (Commission
            ______________
              (I.R.S.
      Employerof
      incorporation)
            File
      Number)
            Identification
      No.)6814
      Goshen Road,
              Edwardsville,
      Illinois
            
            62025_________________________________
              (Address
      of principal executive offices)
            
            ___________
              (Zip
      Code)





Registrant’s
      telephone number, including area code:
            
            (618)
      656-6122


Not
Applicable


______________________________________________




(Former
name or former address, if changed since last report)




Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:


ý
            Written
      communications pursuant to Rule 425 under the Securities Act (17 CFR
      230.425)


o
            Soliciting
      material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)


o
            Pre-commencement
      communications pursuant to Rule 14d-2(b) under the Exchange Act(17 CFR
      240.14d-2(b))


o
            Pre-commencement
      communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
      240.13e-4(c))








Item
1.01 Entry into a Material Definitive Agreement.





On April
30, 2008, First Clover Leaf Financial Corp. (“First Clover Leaf”), the holding
company of First Clover Leaf Bank, FSB (“FCL Bank”), a federal savings bank
located in Edwardsville, Illinois, entered into an Agreement and Plan of Merger
(the “Merger Agreement”) to acquire Partners Financial Holdings, Inc.
(“Partners”), the holding company of Partners Bank (“Partners Bank”), an
Illinois state bank located in Edwardsville, Illinois, by way of a merger of
Partners with and into First Clover Leaf with First Clover Leaf being the
surviving corporation in the merger (the “Merger”). The Merger Agreement also
provides for the merger of Partners Bank with and into FCL Bank (the “Bank
Merger”). The Bank Merger will be governed by a separate merger agreement (the
“Bank Merger Agreement”).




A copy of
the press release issued by First Clover Leaf and Partners relating to the
above-described transactions is filed as Exhibit 99.1 to this Report and
incorporated herein by reference.




The Merger
Agreement




Under the
terms of the Merger Agreement, at the effective time of the Merger, each
outstanding share of Partners common stock will be converted into the right to
receive either (i) $56 in cash (the “Cash Election Price”), or 5.7971 shares of
First Clover Leaf’s common stock. In exchange for their shares, stockholders of
Partners will have the right to elect either all First Clover Leaf common stock,
all cash, or a combination of First Clover Leaf common stock and cash, provided
that, in the aggregate, 50% of the Partners shares will be exchanged for First
Clover Leaf stock and 50% will be exchanged for cash. The Merger is intended to
be a tax-free reorganization as to the portion of the merger consideration
received as First Clover Leaf common stock. Outstanding stock options and
warrants to purchase Partners common stock will be cashed out for a per share
payment equal to the difference between the Cash Election Price and the per
share exercise price of each such option or warrant.




First
Clover Leaf and Partners have made customary representations, warranties and
covenants in the Merger Agreement. The Merger is subject to a number of
customary conditions, including the receipt of required regulatory approvals and
approval by the stockholders of Partners. The Merger Agreement also provides for
termination rights of both First Clover Leaf and Partners under certain
circumstances, and further provides that, upon the termination of the Merger
Agreement under specified circumstances, Partners or First Clover Leaf, as the
case may be, is required to pay the other party a termination fee of
$825,000.




In
connection with the execution of the Merger Agreement, each director of Partners
entered into a voting agreement with First Clover Leaf pursuant to which each
such director is required to vote shares of Partners common stock owned by such
director in favor of the Merger. A copy of the voting agreement is included as
Exhibit B to the Merger Agreement.




In
connection with the Merger Agreement, First Clover Leaf entered into a
consulting agreement with Bart J. Solon, the President and Chief Executive
Officer of Partners, which is contingent upon and effective as of the effective
time of the Merger, pursuant to which Mr. Solon would provide consulting
services to First Clover Leaf and First Clover Leaf Bank.  Under this
agreement Mr. Solon has also agreed to certain non-solicitation and
non-competition covenants covering the two years following the termination of
his engagement as a consulting with First Clover Leaf. A copy of the consulting
agreement is included as Exhibit C to the Merger Agreement.







The
foregoing summary is qualified in its entirety by reference to the full text of
the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Report and
incorporated herein by reference.




Except
for its status as the contractual document that establishes and governs the
legal relations between the parties with respect to the Merger, the Merger
Agreement is not intended to be a source of factual, business, or operational
information about First Clover Leaf. As described above, the Merger Agreement
contains representations and warranties that First Clover Leaf and Partners made
to each other as of the date of the Merger Agreement or other specified dates.
Such representations and warranties are not intended to amend, supplement or
supersede any statement contained in any documents filed by First Clover Leaf
with the Securities and Exchange Commission or filed by First Clover Leaf or
Partners with banking regulators. The statements embodied in those
representations and warranties were made solely for purposes of the Merger
Agreement and are subject to important qualifications and limitations agreed to
by the parties in connection with negotiating the Merger Agreement. Accordingly,
you should not rely on the representations and warranties as accurate or
complete or characterizations of the actual state of facts as of any specified
date since they were intended to allocate risk between the parties. Furthermore,
the representations and warranties may be subject to a contractual standard of
materiality different from that generally applicable to stockholders and are
modified in important part by the underlying disclosure schedules, which are not
publicly filed.




Forward-looking
statements




This news
release contains certain forward-looking statements. Forward-looking statements
can be identified by the fact that they do not relate strictly to historical or
current facts. They often include the words “believe,” “expect,” “anticipate,”
“intend,” “plan,” “estimate” or words of similar meaning, or future or
conditional verbs such as “will,” “would,” “should,” “could” or “may.”
Forward-looking statements, by their nature, are subject to risks and
uncertainties. A number of factors could cause actual conditions, events or
results to differ significantly from those described in the forward-looking
statements. Forward-looking statements speak only as of the date they are made.
First Clover Leaf and Partners do not undertake to update forward-looking
statements to reflect circumstances or events that occur after the date the
forward-looking statements are made or to reflect the occurrence of
unanticipated events.




We
caution you not to place undue reliance on the forward-looking statements
contained in this news release, in that actual results could differ materially
from those indicated in such forward-looking statements as a result of a variety
of factors. These factors include, but are not limited to, the ability to obtain
required shareholder and regulatory approvals for the merger, the ability of
First Clover Leaf and Partners to close the merger, First Clover Leaf’s ability
to successfully integrate the operations of Partners Bank after the merger, the
ability of First Clover Leaf to provide and market competitive services and
products, the ability of First Clover Leaf to attract, train and retain
qualified personnel, changes in customer preferences, changes in First Clover
Leaf's operating or expansion strategy, changes in economic conditions and
government fiscal and monetary policies, fluctuations in prevailing interest
rates and the ability of First Clover Leaf to manage its assets and liabilities
to limit exposure to changing interest rates, changes in laws and regulations
affecting financial institutions, the ability of First Clover Leaf to manage its
growth and effectively serve an expanding customer and market base, the
geographic concentrations of First Clover Leaf's assets, the ability of First
Clover Leaf generally to compete with other financial services companies,
possible adverse rulings, judgments, settlements and other outcomes of pending
or threatened litigation, other factors generally understood to affect the
financial condition or results of financial services companies and other factors
detailed from time to time in First Clover Leaf's press releases and filings
with the Securities and Exchange Commission (the “SEC”). We undertake
no







obligation
to update these forward-looking statements to reflect events or circumstances
that occur after the date of this news release.




Additional Information About
This Transaction




This
announcement does not constitute an offer of any securities for sale. The
proposed transaction will be submitted to stockholders of Partners for their
consideration. First Clover Leaf will file a registration statement on Form S-4
with the SEC, including a proxy statement of Partners and prospectus of First
Clover Leaf and other relevant documents concerning the proposed transaction.
Stockholders are urged to read the registration statement and the proxy
statement/prospectus when it becomes available and any other relevant documents
filed with the SEC, as well as any amendments or supplements to those documents,
because they will contain important information. You will be able to obtain a
free copy of registration statement and proxy statement/prospectus, as well as
other filings containing information about First Clover Leaf, at the SEC's
website (http://www.sec.gov).




Copies of
the registration statement and proxy statement/prospectus can be obtained, when
available and without charge, by directing a request to First Clover Leaf
Financial Corp., Dennis M. Terry, President and Chief Executive Officer, 6814
Goshen Road, Edwardsville, IL 62025, 618-656-6122 or to Partners Financial
Holdings, Inc., Bart J. Solon, President and Chief Executive Officer, #1 Ginger
Creek Meadows, Glen Carbon, Illinois 62034, 618-659-4000.




Participants in This
Transaction




First
Clover Leaf and Partners and their respective directors and executive officers
may be deemed participants in the solicitation of proxies from Partners’
stockholders in connection with the merger. Information about the directors and
executive officers of First Clover Leaf and information about other persons who
may be deemed participants in this transaction is set forth in First Clover
Leaf’s definitive proxy statement filed with the SEC on April 25, 2008. You can
obtain a copy of this document without charge from the SEC's website
(http://www.sec.gov) or by writing Dennis M. Terry at the above address.
Information about the directors and executive officers of Partners and
information about other persons who may be deemed participants in this
transaction will be available in the proxy statement/prospectus of First Clover
Leaf and Partners described above and other relevant materials to be filed with
the SEC.







Item
9.01 Financial Statements and Exhibits.




(a)
Financial Statements of Businesses Acquired. Not Applicable.




(b) Pro
Forma Financial Information. Not Applicable.




(c) Shell
Company Transaction. Not applicable.




(d)
Exhibits.




Note:
            Schedules
      to the Agreement and Plan of Merger Between First Clover Leaf and
      Partners, which include lists of items required to be disclosed by, and
      exceptions to, the representations and warranties contained in the
      Agreement and Plan of Merger have not been filed; upon request, First
      Clover Leaf will furnish supplementally to the Securities and Exchange
      Commission a copy of any omitted schedule.


The
      following exhibits are filed
herewith:





Exhibit
      No.
            
            Description
      of Exhibit2.1
            
            Agreement
      and Plan of Merger Between First Clover Leaf Financial Corp. and Partners
      Financial Holdings, Inc., dated April 30, 200899.1
            
            Press
      Release dated April 30, 2008





SIGNATURES




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.




FIRST
      CLOVER LEAF FINANCIAL CORP.April
      30, 2008
            
            By:
            
            /s/ Dennis M. TerryName: Dennis M. TerryTitle:
      President








Exhibit Index




The
following exhibits are filed as part of this Report:




Exhibit
      No.
            
            Description
      of Exhibit2.1
            
            Agreement
      and Plan of Merger Between First Clover Leaf Financial Corp. and Partners
      Financial Holdings, Inc., dated April 30, 200899.1
            
            Press
      Release, dated April 30, 2008