UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
  FORM
8-K/A
  CURRENT
REPORT
  Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
  Date
      of Report (Date of Earliest Event Reported):
              
              October
      10, 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:
 
 [  ]
              Written
      communications pursuant to Rule 425 under the Securities Act (17 CFR
      230.425)
 [  ]
              Soliciting
      material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)
 [  ]
              Pre-commencement
      communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
      240.14d-2(b))
 [  ]
              Pre-commencement
      communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
      240.13e-4(c))
 
  
  Item
2.01  Completion of Acquisition or Disposition of Assets.
 
 On
October 10, 2008, First Clover Leaf Financial Corp. (“First Clover Leaf”), the
holding company of First Clover Leaf Bank (“FCL Bank”), a federal savings bank
located in Edwardsville, Illinois, completed its acquisition of Partners
Financial Holdings Inc. (“Partners”), the holding company of Partners Bank
(“Partners Bank”), an Illinois state bank located in Glen Carbon, 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. In connection with the
acquisition, Partners Bank was merged with and into FCL Bank with FCL Bank as
the surviving institution.
 
 The
purpose of this amendment is solely to furnish the items required by Item
9.01(a) and (b).
  Item
9.01 Financial Statements and Exhibits.
  (a)
              Financial
      Statements of Businesses Acquired.
 
 The historical financial statements of
Partners required to be filed by this Item have previously been filed as Annex F
of the Registration Statement on Form S-4, as amended (No. 333-151717), and are
hereby incorporated by reference.
 
 (b)
              Pro
      Forma Financial Information.
 
 The
unaudited pro forma consolidated financial statements attached as Exhibit 99
(“pro forma financial statements”) are based on the historical consolidated
financial statements of First Clover Leaf and Partners and have been prepared to
illustrate the effect of the acquisition.
 
 The
unaudited pro forma balance sheet as of September 30, 2008 is based on the
unaudited historical consolidated balance sheets of First Clover Leaf and
Partners at that date, assuming that the acquisition had been consummated on
September 30, 2008 and accounted for using the purchase method of
accounting.
 
 The
unaudited condensed pro forma statements of income reflect the combination of
the historical results of operations of First Clover Leaf and Partners for the
year ended December 31, 2007 and the nine months ended September 30, 2008. The
unaudited condensed pro forma statements of income give effect to the
acquisition using the purchase method of accounting and assume that the
acquisition occurred as of the beginning of the respective periods
presented.
 
 These pro
forma financial statements should be read in conjunction with the historical
consolidated financial statements and related notes contained in First Clover
Leaf’s December 31, 2007 Form 10-KSB and September 30, 2008 Form 10-Q; and in
Partners Bank’s September 30, 2008 Call Report filed with the Federal Deposit
Insurance Corporation.
 
 The
combined company expects to achieve benefits from the acquisition, including
operating cost savings and revenue enhancements. These pro forma financial
statements do not reflect any potential cost savings or revenue enhancements
that are expected to result from the combination of the operations of First
Clover Leaf and Partners and, accordingly, may not be indicative of the results
of future operations. No assurances can be given with respect to the ultimate
level of cost savings or revenue enhancements to be realized. As a result, these
pro forma financial statements are not necessarily indicative of either the
results of operations or financial condition that would have been achieved had
the acquisition in fact occurred on the date indicated, nor do they purport to
be indicative of the results of operations or financial condition that may be
achieved in the future by the combined company.
  
  
 (c) Shell
Company Transaction.  Not applicable.
 
 (d)
Exhibits.
 
 Exhibit
      No.
              
              Description
      of Exhibit99
              
              Unaudited
      Pro Forma Financial Statements
  
   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.Date:
      December 22, 2008
              
              By:
              /s/
      Dennis M. TerryName:
      Dennis M. TerryTitle:
      President and Chief Executive
Officer
 
  
  EXHIBIT
INDEX
  The
following exhibits are filed as part of this Report:
  Exhibit
      No.
              
              Description
      of Exhibit99
              
              Unaudited
      Pro Forma Financial Statements