FORM 10-K

                  SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C.  20549

    (Mark One)
      [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

      [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

            For the transition period from __________ to __________

                       COMMISSION FILE NO. 0-26480


                           PSB HOLDINGS, INC.
              (Exact name of registrant as specified in charter)

      1905 W. STEWART AVENUE                         WISCONSIN
      WAUSAU, WI  54401                       (State of incorporation)
                                                    39-1804877
      (Address of principal executive office)     (I.R.S. Employer
                                               Identification Number)

       Registrant's telephone number, including area code: 715-842-2191

       Securities registered pursuant to Section 12(b) of the Act: NONE

          Securities registered pursuant to Section 12(g) of the Act:

                          COMMON STOCK, NO PAR VALUE
                             (Title of each class)

 Indicate by check whether the registrant (1) has filed all reports required to
 be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
 the preceding 12 months (or for such shorter period that the registrant was
 required to file such report), and (2) has been subject to such filing
 requirements for the past 90 days.
                                   Yes   X      No ______
 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
 of Regulation S-K is not contained herein, and will not be contained, to the
 best of registrant's knowledge, in definitive proxy or information statements
 incorporated by reference in Part III of this Form 10-K or any amendment to
 this Form 10-K.  X

 There is no established trading market for the common stock.  As of March 15,
 1997, 895,425 shares of common stock were outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE
  PROXY STATEMENT DATED MARCH 25, 1997 (TO THE EXTENT NOTED HEREIN):  PART III
<PAGE>
                         TABLE OF CONTENTS
                                                             PAGE

 PART I ......................................................  3

 Item 1.  Business ...........................................  3

 Item 2.  Properties .........................................  7

 Item 3.  Legal Proceedings ..................................  7

 Item 4.  Submission of Matters to a Vote of Security Holders.  8

 PART II .....................................................  8

 Item 5.  Market for Registrant's Common Equity and Related
          Security Holder Matters ............................  8

 Item 6.  Selected Financial Data ............................  9

 Item 7.  Management's Discussion and Analysis of Financial
          Condition and Results of Operations................. 10

 Item 8.  Financial Statements and Supplementary Data ........ 23

 Item 9.  Changes in and Disagreements With Accountants on
          Accounting and Financial Disclosure................. 50

 PART III .................................................... 51

 Item 10. Directors and Executive Officers of Registrant ..... 51

 Item 11. Executive Compensation ............................. 51

 Item 12. Security Ownership of Certain Beneficial Owners
          and Management...................................... 51

 Item 13. Certain Relationships and Related Transactions ..... 51

 PART IV ..................................................... 52

 Item 14. Exhibits, Financial Statement Schedules and
          Reports on Form 8-K................................. 52
<PAGE>
                              PART I


 ITEM 1.  BUSINESS.

 FORMATION

     PSB Holdings, Inc., a Wisconsin corporation (the "Company"), is a one-
 bank holding company formed in 1995.  On May 30, 1995, the Company
 acquired 100% of the common stock of Peoples State Bank, Wausau, Wisconsin
 (the "Bank") pursuant to the reorganization of the Bank as a subsidiary of
 a one-bank holding company.

     Prior to its acquisition by the Company, the Bank's common stock was
 registered under the provisions of section 12(g) of the Securities
 Exchange Act of 1934 (the "Exchange Act") and the Bank filed its annual
 and quarterly reports, proxy statements, and reports of beneficial
 ownership with the Federal Deposit Insurance Corporation ("FDIC") pursuant
 to section 12(i) of the Exchange Act.  The Company assumed its status as a
 reporting company under the Exchange Act by filing Form 8-K as a successor
 to the Bank under Securities and Exchange Commission Rule 12g-3 on May 30,
 1995.

 BUSINESS OF THE COMPANY

     The Company is a one-bank holding company regulated by the Board of
 Governors of the Federal Reserve System (the "Board") under the authority
 of the Bank Holding Company Act of 1956, as amended (the "BHCA").  The
 Company's sole business is the ownership and management of the Bank.

 BUSINESS OF THE BANK

     The Bank was organized as a state banking corporation under the laws
 of the state of Wisconsin in 1962.  In addition to its main office in
 Wausau, the Bank operates branch offices in the city of Wausau, Rib
 Mountain Township and Marathon, Wisconsin.  The Bank offers personal and
 commercial deposit services, including checking and savings accounts of
 various kinds, IRA and other deposit instruments, ATM service and night
 depository and safety deposit box services.  The Bank also engages in
 consumer and commercial lending, including secured and unsecured term
 loans and real estate financing.  New services are frequently added to the
 Bank's retail banking business.  Since 1995, the Bank has operated a
 discount brokerage service at its Wausau branch location, and sells
 annuities, mutual funds and other investments to Bank customers and the
 general public.  Trust services are also provided through affiliations
 with other independent financial institutions.  The Bank maintains an
 investment subsidiary in Nevada to manage, hold and trade cash and
 securities.

 BANK MARKET AREA AND COMPETITION

     The Bank's primary trade area consists of the greater Wausau,
 Wisconsin area.  The Bank's general trade area encompasses the area within
 a fifteen-mile radius of the city of Wausau and the area within a ten-mile
 radius of Marathon, Wisconsin.  There is a mix of retail, manufacturing,
 agricultural and service businesses in the areas served by the Bank.

     Commercial and retail banking in the state of Wisconsin, and in the
 Wausau area in particular, is highly competitive with respect to price and
 services.  "Price" includes interest rates paid on deposits, interest
<PAGE>
 rates charged on borrowings and fees charged for fiduciary services, while
 "services" includes the types of loan, deposit and other products offered,
 convenience of banking locations and the quality of service rendered to
 customers.  In addition to competition from other commercial banks, the
 Bank faces significant competition from savings and loan associations,
 credit unions and other financial institutions or financial service
 companies within its market area.  Savings and loan association deposits
 constitute a substantial portion of all financial institution deposits
 within the state of Wisconsin and these associations compete aggressively
 with commercial banks in the important area of consumer lending and
 interest-bearing checking accounts.

     The Bank is subject to direct competition in its trade area from six
 commercial banks which offer a full line of competitive bank services,
 loan production offices of banks located outside of the region and
 numerous savings and loan associations and credit unions.  Several of the
 financial institutions with which the Bank competes are subsidiaries of
 the three largest state-wide multi-bank holding companies and many of the
 other financial institutions are also significantly larger and have more
 resources than the Bank.

     In addition to competition, the business of the Bank will be affected
 by general economic conditions, including the level of interest rates and
 the monetary policies of the Board (see "Monetary Policy").

 EMPLOYEES

     The Company has no employees.  Officers of the Company serve as full
 time employees of the Bank.

     As of December 31, 1996, the Bank had 81 employees, including 16
 employed on a part-time basis.  All officers, supervisors and full-time
 employees are salaried and all part-time employees are paid on an hourly
 basis.  The Bank considers its relations with its employees to be
 excellent.  None of the Bank's employees are covered by a collective
 bargaining agreement.


 REGULATION AND SUPERVISION

     The Company and the Bank are subject to regulation under both federal
 and state law.  The information given below consists of summaries of
 certain, but not all statutory provisions which regulate the Company's
 business.  These summaries are qualified in their entirety by reference to
 the statutory provisions.

     The Company is directly regulated by the Board pursuant to the BHCA
 and must file reports on a periodic basis.  Among other limitations
 imposed by the BHCA, the Company must obtain prior approval from the Board
 before acquiring direct or indirect ownership or control of more than 5%
 of any bank or bank holding company.  The BHCA also regulates the entry by
 the Company into a business other than banking.

     The deposits of the Bank are insured under the provisions of the
 Federal Deposit Insurance Act, and the Bank is, therefore, subject to
 regulation and examination by the Federal Deposit Insurance Corporation
 ("FDIC").  As a Wisconsin chartered bank, the Bank and the Company are
 also subject to periodic examination and the regulations of the Division
 of Banking, Wisconsin Department of Financial Institutions (the
 "Division").
<PAGE>
     State and federal banking authorities regulate the Bank's capital
 adequacy, loans and loan policies (including the extension of credit to
 affiliates), payment of dividends, establishment of branch offices,
 mergers and other acquisitions, management personnel, interlocking
 directors and other aspects of the operation of the Bank.  The Bank is
 subject to civil fines, penalties or imposition of regulatory control for
 noncompliance with applicable banking regulations and policies.  Other
 financial institutions with which the Bank competes, such as national
 banking associations, savings and loan associations or credit unions, are
 subject to regulations which are generally similar, but may be more or
 less restrictive in certain areas or permit activities or practices
 unavailable to the Bank.

     Banking laws and regulations have undergone periodic revisions which
 often have a direct effect on the Bank's operations and its competitive
 environment.   Certain provisions of the Financial Institutions Reform,
 Recovery, and Enforcement Act of 1989, for example, included a provision
 setting the Bank's FDIC deposit insurance premiums at a level which
 reflects certain risk factors, included immediate authority to acquire
 healthy capital-impaired thrift institutions and eliminated
 cross-marketing restrictions on bank holding companies which own thrift
 institutions.  Some of the provisions of the Federal Deposit Insurance
 Corporation Improvement Act of 1991, contained substantial changes to the
 regulatory framework previously in effect and imposed new standards on
 many areas of bank operations, including additional deposit insurance
 premiums to recapitalize the bank insurance fund.

     The Riegle-Neal Interstate Banking and Branching Efficiency Act of
 1994 (the "Riegle-Neal Act") significantly expanded interstate banking
 opportunities in Wisconsin.  Under a Wisconsin law enacted in 1995 in
 response to the Riegle-Neal Act, subject to certain exceptions for banks
 which have not been in existence and in continuous operations for at least
 five years, bank holding companies may acquire control of an existing or
 DE NOVO bank in Wisconsin upon application and approval by the Division.
 Under the Riegle-Neal Act, banks will also be permitted to operate
 interstate branches beginning on June 1, 1997.  The effect of the new
 Wisconsin banking provisions will be to increase the level of banking
 competition for the Bank by broadening the impact of interstate banking
 within Wisconsin.

     The activities and operations of the Company and the Bank are subject
 to a number of other federal and state laws and regulations, including,
 among others, state usury and consumer credit laws, the Truth-In-Lending
 Act and Regulation Z, Truth in Savings Act and Regulation DD, the Equal
 Credit Opportunity Act and Regulation B, the Fair Credit Reporting Act,
 the Community Reinvestment Act, anti-redlining legislation and the
 antitrust laws.

 MONETARY POLICY

     The earnings and growth of the Bank, and therefore the Company, are
 affected by the monetary and fiscal policies of the federal government and
 governmental agencies.  The Board has broad power to expand and contract
 the supply of money and credit and to regulate the rates which its member
 banks can pay on time and savings deposits.  These broad powers are used
 to influence inflation and the growth of the economy and directly affect
 the growth of bank loans, investments and deposits, and may also affect
 the interest rates charged by banks on loans and paid by banks with
 respect to deposits.  Governmental and Board monetary policies have had a
<PAGE>
 significant effect on the operating results of commercial banks in the
 past and are expected to do so in the future.  Management of the Company
 is not able to anticipate the future impact of such policies and practices
 on the growth or profitability of the Company.

 CHANGES IN FEDERAL REGULATORY SCHEME

     From time to time various formal or informal proposals, including new
 legislation, relating to, among other things, additional changes with
 respect to deposit insurance, permitted bank activities and restructuring
 of the federal regulatory scheme have been made and may be made in the
 future.  Depending on the scope and timing of future regulatory changes,
 it is possible that there may be a significant impact in the future on the
 competitive circumstances which will affect the Company.  At this time,
 the Company is unable to predict whether any such changes will be adopted
 or the effect of any such changes on its future business or operations.


 EXECUTIVE OFFICERS

     The executive officers of the Company as of March 18, 1997, their ages
 and principal occupations during the last five years are set forth below.

     Gordon C. Gullickson, 68   President of the Company and the Bank.

     Kenneth M. Selner, 50      Vice President & Secretary of the Company;
                                Executive Vice President of the Bank.

     Todd R. Toppen, 38         Treasurer of the Company; Vice President of
                                the Bank since 1994, Assistant Vice President
                                1988 to 1993.


 ITEM 2.  PROPERTIES.

     The Company shares office space with the Bank.  The Bank operates a
 total of four office locations.  The Bank owns each of the buildings in
 which it conducts operations and each building is occupied solely by the
 Bank.  All buildings are designed for commercial banking operations and
 are suitable for current operations and anticipated future needs.  Each
 facility contains teller and loan facilities and drive-up teller stations.
 The Bank's main office was constructed in 1962 and extensively renovated
 in 1992.  Each other facility was constructed by the Bank since 1989.


 ITEM 3.  LEGAL PROCEEDINGS.

     As of the date of this report, the Company was not involved in any
 legal proceedings.

     In the ordinary course of its business, the Bank is engaged from time
 to time in legal actions as both a plaintiff and a defendant.  In some
 cases, claims for significant compensatory or punitive damages, or
 unspecified damages, may be made against the Bank.  As of the date of this
 report, the Bank was not a party to any legal or administrative
 proceedings which, in the opinion of Bank management, would have a
 material adverse effect on the financial condition of the Bank.  As of the
 date of this report, no director, officer, affiliate of the Bank, or any
 associate of any such person, is an adverse party in any legal proceedings
 involving the Bank.
<PAGE>
 ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matters were submitted to a vote of the Company's shareholders
 during the fourth quarter of 1996.



                              PART II


 ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDER
 MATTERS.

 MARKET

     There is no active public market for the Company's common stock.
 Transactions in the Company's common stock are sporadic and limited and
 effected at prices determined by the buyer and seller.  Management is not
 advised as to the terms of all such transactions.

 HOLDERS

     As of December 31, 1996 there were approximately 974 holders of record
 of the Company's common stock.
<TABLE>
 DIVIDENDS

     Per share dividends declared by the Company, during 1996 and 1995 are
 as follows:
<CAPTION>
                            1996         1995
      <S>                   <C>          <C>
      Second Quarter        $.33         $.30
      Fourth Quarter        $.52         $.52
</TABLE>

     The Company's source of funds for the payment of dividends is
 dividends paid by the Bank.  The payment of dividends by the Bank is
 regulated by state and federal law.  There are no contractual limits
 presently in effect which limit the Bank's ability to pay dividends to the
 Company or which limit the Company's ability to pay dividends to its
 shareholders.
<PAGE>
<TABLE>
 ITEM 6.  SELECTED FINANCIAL DATA.

     The following table presents consolidated financial data of the
 Company and its subsidiary.  This information and the following discussion
 and analysis should be read in conjunction with other financial
 information presented elsewhere in this report.

                               FINANCIAL SUMMARY
                                 AT PERIOD END
<CAPTION>
                  ($ in thousands, except per share amounts)

                            1991       1992       1993       1994       1995       1996
 <S>                     <C>        <C>        <C>        <C>        <C>        <C>
 Interest Income         $ 10,954   $ 11,136   $ 11,103   $ 11,555   $ 13,654   $ 14,824
 Net Interest Margin        4,686      5,703      6,347      6,619      6,599      7,055
 Net Income                 1,466      1,778      2,100      1,951      2,020      2,157
 Total Assets             132,619    146,320    158,108    171,470    190,781    204,158
 Mortgages                 54,075     59,653     70,194     75,953     84,221     93,450
 Total Capital Base        12,628     14,055     16,015     16,742     19,232     20,214
 Shareholders Equity       11,743     12,958     14,644     15,098     17,452     18,289
 Income from operations
   per share             $   1.67   $   2.01   $   2.28   $   2.17   $   2.24   $   2.39
 Cash dividends per
   share                      .65        .65        .75        .80        .82        .85
 Book value per share       13.39      14.76      16.32      16.73      19.34      20.42
</TABLE>

 ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
 RESULTS OF OPERATIONS.

     The following discussion relates to PSB Holdings, Inc. (the "Company")
 and its subsidiary, Peoples State Bank (the "Bank").  The Company was
 formed in 1995 and, unless noted, references to "the Company" mean the
 Company and the Bank on a consolidated basis.  Years prior to 1995 refer
 to the Bank.

 LIQUIDITY

     Management has no knowledge of any trends, demands, commitments,
 events or uncertainties which could result in the Company's liquidity
 increasing or decreasing.

     The availability of adequate funds to meet loan commitments, deposit
 withdrawals, and maturing liabilities is a result of asset and liability
 management.  The liquidity to meet these demands is provided by maturing
 assets, both short and long-term.  Another contributing factor is the
 availability of funds from external sources, primarily short-term
 deposits.

     Liquidity posture provided by external sources of funds such as
 certificates of deposit of $100,000 or more, short-term borrowed funds,
 and other managed liabilities changes from time to time depending on the
 need to maintain short-term money market assets.  It often is a matter of
 matching the cost of a short-term liability to the benefit of an available
 short-term earning asset.
<PAGE>
 CAPITAL

     One of the primary objectives of management always has been to
 maintain a conservative capital position, one sufficient to endure
 economic and financial disturbances without greatly impairing financial
 strength.  Management has always tried to maintain high quality assets to
 generate sufficient earnings to support not only asset growth, but also
 increasingly larger payments of dividends to shareholders.

 RESULTS OF OPERATIONS

     Net income for 1996 was $2,156,597 compared with $2,020,170 in 1995,
 and $1,950,689 in 1994.  Net income increased 6.7% in 1996 from 1995 and
 increased 3.6% in 1995 from 1994.  Earnings per share was $2.39 in 1996
 compared to $2.24 in 1995, and $2.17 in 1994.  The Bank's funding
 liabilities reprice quickly, while Bank assets reprice over a longer
 horizon.  During unstable rates, something usually lags.  Bank deposits
 are interest sensitive so rising rates tend to reduce balances making less
 money for loans and investments.

     Return on assets amounted to 1.10% in 1996, 1.13% in 1995, and 1.21%
 in 1994.

     Return on average common stockholders' equity amounted to 11.98% in
 1996 compared to 12.15% in 1995, and 12.66% in 1994.

     Loans to deposits ratio was approximately 76% in 1996, 77% in 1995 and
 79% in 1994.
<TABLE>
 STATISTICAL INFORMATION

     The principal sources of income for the Bank are interest and fees on
 loans, interest on short-term investments and interest on securities.  The
 total operating income and the percentage of each to total operating
 income is shown below:
<CAPTION>
                                          YEAR ENDED DECEMBER 31,
                            1996       1995         1994        1993        1992
 <S>                     <C>        <C>          <C>         <C>         <C>
 Item of Income
 Interest and fees on
   loans and short-term
   borrowings              74.3%      75.2%        73.2%       73.3%       71.0%

 Interest on securities    18.2%      18.8%        21.0%       21.1%       23.9%

 Total operating
   income                $15,814    $14,336      $12,218     $11,762     $11,722
  (000's omitted)
</TABLE>
     The Bank does not have any foreign deposits or operations.
<PAGE>
<TABLE>
 INTEREST INCOME & EXPENSE VOLUME & RATE CHANGE
<CAPTION>
                      1996 compared to 1995  1995 compared to 1994  1994 compared to 1993  1993 compared to 1992
                       increase (decrease)    increase (decrease)    increase (decrease)    increase (decrease)
                           due to (1)             due to (1)             due to (1)             due to (1)

 ($ in thousands)        VOLUME   RATE   NET  VOLUME  RATE   NET    VOLUME  RATE    NET    VOLUME    RATE   NET
 <S>                     <C>      <C>  <C>    <C>    <C>    <C>    <C>     <C>    <C>     <C>      <C>     <C>
 Interest earned on:
   Loans (2)             $  994   (30)   964  $1,244   608  1,852  $ 643   (305)   338    $1 ,299  (1,101)  198
   Taxable investment
     securities             227   (14)   213      72    47    119    261   (151)   110       (114)   (163) (277)
   Non-taxable investment
     securities (2)          31   (51)   (20)     29   (16)    13      4   ( 14)  ( 10)        89    (112)  (23)
   Other interest income   (  1)  ( 2)   ( 3)     74    51    125      4     11     15        (15)    ( 5)  (20)

 Total                    1,251   (97) 1,154   1,419   690  2,109    912   (459)   453      1,259  (1,381) (122)

 Interest paid on:
   Savings and
     demand deposits        101   (64)    37     (58)  213    155    157   ( 35)   122        231    (227)    4
   Time deposits            616    94    710     795   984  1,779    160   (174)  ( 14)       (56)   (692) (748)
   Short-term borrowings    (29)  ( 4)  ( 33)     55   130    185     44     28     72        159    ( 92)   67

 Total                      688    26    714     792 1,327  2,119    361   (181)   180        334  (1,011) (677)

 Net interest earnings    $ 563  (123)   440   $ 627  (637)   (10) $ 551  ( 278)   273      $ 925   ( 370)  555
<FN>
 (1) The change in interest due to both rate and volume has been allocated to
     volume and rate changes in proportion to the relationship of the absolute
     dollar amounts of change in each.
 (2) The amount of interest income on non-taxable loans and investment
     securities has been adjusted to its fully taxable equivalent using a 34%
     tax rate.
</TABLE>
<PAGE>
<TABLE>
 SELECTED FINANCIAL DATA
<CAPTION>
                                           Year Ended December 31
 ($ IN THOUSANDS)               1996      1995      1994      1993      1992
 <S>                         <C>       <C>       <C>       <C>       <C>
 Income Statement Data:
 Interest Income              $14,824   $13,654   $11,555   $11,103   $11,136
 Interest Expense               7,769     7,055     4,936     4,757     5,433
 Net Income                     2,157     2,020     1,951     2,100     1,778
 Earnings Per Average Share
   of Common Stock               2.39      2.24      2.17      2.38      2.01
 Dividends Per Share on
   Common Stock                  0.85      0.82      0.80      0.75      0.65


 ($ IN THOUSANDS)

 Balance Sheet Data:
 Total Assets                $204,158  $190,781  $171,470  $158,108  $146,320
 Total Deposits               178,129   160,445   140,476   133,769   126,044
 Common Equity                  1,805     1,805     1,805     1,795     1,756
 Total Capitalization          18,289    17,452    15,098    14,644    12,958
 Book Value Per Share of
   Common Stock                 20.42     19.34     16.73     16.32     14.76
</TABLE>
<PAGE>
<TABLE>
 DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY - INTEREST RATES
 AND DIFFERENTIALS
<CAPTION>
                                             1996                      1995                       1994
                                  Average           Yield/  Average           Yield/   Average            Yield/
   ($ IN THOUSANDS)               BALANCE  INTEREST  RATE   BALANCE  INTEREST  RATE    BALANCE  INTEREST   RATE
 <S>                             <C>       <C>       <C>    <C>       <C>       <C>    <C>       <C>       <C>
 Assets
 Interest earning assets
   Loans (1)(2)(3)               $130,783  $11,766   9.00%  $119,657  $10,802   9.03%  $105,209  $ 8,950   8.51%
   Taxable investment
     securities                    38,239    2,376   6.21%    35,428    2,163   6.11%    34,045    2,029   5.96%
   Nontaxable investment
     securities(2)                 11,202      836   7.46%    10,698      856   8.00%    10,242      843   8.19%
   Federal funds sold               2,494      139   5.57%     2,515      142   5.65%       757       32   4.23%
   Total (2)                      182,718   15,117   8.27%   168,298   13,963   8.30%   150,253   11,854   7.89%

 Non-interesting earning
 assets
   Cash and due from banks          8,790                      7,958                      7,946
   Premises & equip. - net          3,742                      2,637                      2,040
   Other assets                     3,046                      2,212                      2,004
   Less: Allow. loan loss          (1,875)                    (1,751)                    (1,506)
   Total                          196,421                    179,354                    160,737


 Liabilities & Stockholders'
   Equity
 Interest Bearing liabilities
   Savings and
     demand deposits               47,179    1,620   3.43%    44,708    1,583   3.54%    46,594    1,428   3.06%
   Time deposits                   94,179    5,536   5.88%    83,518    4,826   5.78%    66,241    3,047   4.60%
   Short-term borrowings           10,169      613   6.03%    10,732      646   6.02%     9,597      461   4.80%
   Total                          151,527    7,769   5.13%   138,958    7,055   5.08%   122,432    4,936   4.03%
 Non-interest bearing
 liabilities
   Demand deposits                 24,729                     22,594                     21,950
   Other liabilities                2,169                      1,176                        951
   Stockholders' equity            17,996                     16,626                     15,404
   Total                          196,421                    179,354                    160,737

 Net interest income                         7,348                      6,908                      6,918
 Rate Spread                                         3.14%                      3.22%                      3.86%
 Net yield on interest
   earnings assets                                   4.02%                      4.13%                      4.60%
<FN>
 (1) For purposes of these computations, non-accruing loans are included in the
     daily average loan amounts outstanding.
 (2) The amount of interest income on non-taxable investment securities and
     loans has been adjusted to its fully taxable equivalent.
 (3) Loan fees are included in total interest income as follows:  1996-$80,
     1995-$55, 1994-$77, 1993-$152, 1992-$262.
</TABLE>
<PAGE>
<TABLE>
 DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY - INTEREST RATES
 AND DIFFERENTIALS (Continued)
<CAPTION>
                                                1993                            1992
                                    Average              Yield/     Average               Yield/
   ($ IN THOUSANDS)                 BALANCE   INTEREST    RATE      BALANCE   INTEREST     RATE
 <S>                               <C>         <C>        <C>      <C>         <C>        <C>
 Assets
 Interest earning assets
   Loans (1)(2)(3)                 $ 97,705    $ 8,614    8.82%    $ 84,296    $ 8,416    9.99%
   Taxable investment
     securities                      29,706      1,916    6.45%      31,341      2,193    7.00%
   Nontaxable investment
     securities(2)                   10,299        853    8.28%       9,347        876    9.37%
   Federal funds sold                   615         17    2.76%       1,038         37    3.56%
   Total (2)                        138,325     11,400    8.24%     126,022     11,522    9.14%
 Non-interesting earning assets
   Cash and due from banks            7,885                           7,342
   Premises & equip. - net            2,011                           1,919
   Other assets                       1,799                           1,915
   Less: Allow. loan loss            (1,228)                         (1,018)
   Total                            148,792                         136,180

 Liabilities & Stockholders'
   Equity
 Interest Bearing liabilities
   Savings and
     demand deposits                 41,588      1,306    3.14%      35,326      1,302    3.68%
   Time deposits                     62,953      3,061    4.86%      63,885      3,809    5.96%
   Short-term borrowings              8,622        389    4.51%       5,769        322    5.58%
   Total                            113,163      4,756    4.20%     104,980      5,433    5.17%
 Non-interest bearing liabilities
   Demand deposits                   20,784                          17,620
   Other liabilities                    916                           1,028
   Stockholders' equity              13,929                          12,552
   Total                            148,792                         136,180

 Net interest income                             6,644                           6,089
 Rate Spread                                              4.04%                           3.97%
 Net yield on interest earnings
   assets                                                 4.82%                           4.83%
<FN>
 (1) For purposes of these computations, non-accruing loans are included in the
     daily average loan amounts outstanding.
 (2) The amount of interest income on non-taxable investment securities and
     loans has been adjusted to its fully taxable equivalent.
 (3) Loan fees are included in total interest income as follows:  1996-$80,
     1995-$55, 1994-$77, 1993-$152, 1992-$262.
</TABLE>
<PAGE>
<TABLE>
 SUMMARY OF LOAN LOSSES EXPERIENCE

     The following table summarizes loan balances at the end of each
 period, changes in the allowance for loan losses arising from loans
 charged off and recoveries on loans previously charged off, by loan
 category and additions to the allowance which have been charged to
 expense.
<CAPTION>
                                                    YEAR ENDED DECEMBER 31
                                    1996        1995        1994         1993        1992
 <S>                            <C>         <C>         <C>         <C>         <C>
 Average balance of loans
   for period ($ in thousands)  $  130,783  $  119,657  $  105,027  $   97,705   $  84,296

 Allowance for loan losses at
   beginning of period          $1,780,893  $1,643,646  $1,370,621  $1,096,654   $ 885,259


 Loans charged off
   Commercial & Industrial          47,809      54,088      27,864      95,561      78,299
   Agricultural                          0           0           0           0      10,000
   Real Estate - Mortgage                0           0      10,711           0           0
   Installment & Other
     Consumer Loans                 25,133      15,174      10,100      11,151      21,035

   Total Charge Offs               (72,942)    (69,262)    (48,675)   (106,712)  (109,334)

 Recoveries on loans
   previously charged off
   Commercial & Industrial          33,236      22,168           0      22,583      11,000
   Agricultural                          0           0           0           0           0
   Real Estate - Mortgage                0           0      11,810           0           0
   Installment & Other
     Consumer Loans                  3,499       4,341       9,890       8,096       9,729

   Total Recoveries                 36,735      26,509      21,700      30,679      20,729

 Net loans charged off             (36,207)    (42,753)    (26,975)    (76,033)   (88,605)

 Additions charged to
   operations                      180,000     180,000     300,000     350,000     300,000

 Allowance for loan losses
   at end of period             $1,924,686  $1,780,893  $1,643,646  $1,370,621  $1,096,654

 Ratio of net charge offs
   during period to average
   loans outstanding                 0.03%       0.04%       0.03%       0.08%      0.11%
</TABLE>
<PAGE>
<TABLE>
     The following table presents information concerning the aggregate
 amount of non-performing loans.  Non-performing loans include loans
 accounted for on a non-accrual basis and loans contractually past due
 ninety days or more as to interest or principal payments, but not included
 in the non-accrual loans.
<CAPTION>
                                          DECEMBER 31,

                            1996     1995     1994     1993       1992
 ($ in thousands)
 <S>                        <C>      <C>      <C>      <C>        <C>
 Loans on a
   non-accrual basis        $247     $376     $646     $1,374     $681
 Loans contractually
   past due ninety days
   or more as to
   interest or principal
   payments                 $275     $  0     $  0     $    7     $ 91
</TABLE>

     The gross interest income that would have been recognized on non-
 accrual loans in 1996 if the loans had been current in accordance with
 their original terms was approximately $23,000.

        The Bank's rollover policy is such that notes will be written with
 limited maturities if they are not in conjunction with amortized payments,
 or otherwise tied to a variable rate, to allow the bank to restructure the
 terms and interest rate of the notes to correspond with the Bank's cost of
 funds.

        It is the policy of the Bank to place a loan on non-accrual status
 when the loan's principal and accrued interest is not expected to be
 collected in full or when the loan becomes contractually past due ninety
 days or more as to principal or interest.

        The agricultural related loans comprised 1.3% of the Bank's total
 loan portfolio as of December 31, 1996.  Management feels that the overall
 quality of the agricultural portfolio is good and that the amount
 allocated in the allowance for loan losses for this type of loan is
 adequate.  The Bank has no foreign loans outstanding.

        As of December 31, 1996, there were no loan concentrations to a
 multiple number of borrowers engaged in similar activities which would
 cause them to be similarly impacted by economic or other conditions.  By
 maintaining a diversity of types of borrowers, the Bank has attempted to
 prevent losses due to economic difficulties of certain industries.

        The allowance for loan losses is an amount that management believes
 will be adequate to absorb possible losses on existing loans that may
 become uncollectible, based on evaluations of the collectibility of loans
 and prior loan loss experience.  In determining the additions to the
 allowance charged to operating expenses, management considered historical
 loss experience, changes in the nature and volume of the loan portfolio,
 overall portfolio quality, discounted cash flows of expected payments on
 impaired loans, and current economic conditions that may affect the
 borrower's ability to pay.

        Management does not expect the level of charge-offs in any of the
 loan categories to vary significantly from previous years.  The ratio of
 net charge-offs to average loans outstanding was .03% .04%, .03%, .08%,
 .11% from 1996 through 1992 respectively.
<PAGE>
<TABLE>
 MATURITY DISTRIBUTION AND INTEREST RATE SENSITIVITY

     The maturity distribution and interest rate sensitivity of all loans
 (excluding those loans in nonaccrual status) at December 31, 1996 are:
<CAPTION>
                                           MATURITY
                                           Over one
 ($ in thousands)             One year     year thru       Over
                              OR LESS      FIVE YEARS   FIVE YEARS
 <S>                         <C>           <C>           <C>
 Commercial, industrial,
   and financial             $ 23,647      $  4,569      $    256
 Agricultural                     572         1,248             0
 Real estate mortgage          45,524        46,407        1 ,331
 Installment & other
   consumer loans               6,958         6,963           289

 Total                       $ 76,701      $ 59,187      $  1,876
</TABLE>
<TABLE>
<CAPTION>
                                    INTEREST SENSITIVITY
       Amounts of loans due after
             one year with:                  Fixed       Variable
 ($ in thousands)                            RATE          RATE
 <S>                                        <C>           <C>
 Commercial, industrial, and financial      $ 4,675       $   150
 Agriculture                                  1,248             0
 Real estate mortgage                        34,543        13,195
 Installment & other
   consumer loans                             6,644           608

 Total                                      $47,110       $13,953
</TABLE>
<TABLE>
 The amounts of loans outstanding at the indicated dates are shown in the
 following table according to the type of loan.
<CAPTION>
                                                 DECEMBER 31
                             1996       1995        1994         1993       1992
 ($ in thousands)
 <S>                      <C>         <C>         <C>         <C>         <C>
 Commercial, industrial
   and financial          $ 28,531    $ 27,291    $ 23,821    $ 24,432    $18,848
 Agricultural                1,820       2,356       2,899       2,566      1,310
 Real estate:
   Mortgage                 93,450      84,221      75,994      70,193     59,653
 Installment and other
   consumer loans           14,210      11,457       9,960       8,489      9,537

 Total                    $138,011    $125,325    $112,674    $105,680    $89,348
</TABLE>
<PAGE>
<TABLE>
 INVESTMENT PORTFOLIO

     The carrying amounts of investment securities at the dates indicated
 are summarized as follows:
<CAPTION>
    ($ in thousands)                             DECEMBER 31
                                1996      1995      1994      1993      1992
 <S>                          <C>      <C>       <C>       <C>       <C>
 U.S. Treasury and
 other U.S. Government
 agencies and corporations    $39,224  $ 34,597  $ 35,573  $ 31,327  $ 32,194

 State and political
 subdivisions
   (domestic)                  11,714    10,333    10,981    10,259     9,794
 Other securities                 647        45        94       358       801

    Total                     $51,585  $ 44,975  $ 46,648  $ 41,944  $ 42,789
</TABLE>
<TABLE>
 RELATIVE MATURITIES & WEIGHTED AVERAGE INTEREST RATES

     The following table shows the relative maturities and weighted average
 interest rates on a tax equivalent basis of investment securities as of
 December 31, 1996.
<CAPTION>
                                             After one          After two         After five
                            Within          but within          but within        but within           Over
 ($ in thousands)          ONE YEAR          TWO YEARS          FIVE YEARS         TEN YEARS        TEN YEARS

                       AMOUNT    YIELD    AMOUNT    YIELD     AMOUNT    YIELD    AMOUNT  YIELD   AMOUNT    YIELD
<S>                    <C>       <C>      <C>       <C>      <C>        <C>     <C>      <C>     <C>       <C>
 U.S. Treasury         $1,762    6.41%    $1,963    5.04%    $ 1,022    6.87%   $   --      --   $   --       --

 U.S. Government
   agencies and
   corporations         4,544    6.80%     5,793    6.08%     20,656    6.37%    1,818   6.58%    1,667    6.83%

 State and political
   subdivisions
   (domestic)           2,061    7.64%     1,493    7.10%      4,550    7.11%    3,609   7.05%       --       --

 Other bonds, notes,
   and debentures         647    2.30%        --       --         --       --       --      --       --       --

 Total                 $9,014    6.90%    $9,249    6.02%    $26,228    6.52%   $5,427   6.89%   $1,667    6.83%
</TABLE>
<PAGE>
<TABLE>
 DEPOSITS

     The average balances of deposits and the average rate paid on these
 deposits during the years ended December 31, 1996, 1995, 1994, 1993, and
 1992 are:
<CAPTION>
                             1996           1995            1994             1993             1992

   ($ in thousands)    BALANCE  RATE  BALANCE   RATE  BALANCE   RATE   BALANCE   RATE  BALANCE    RATE
 <S>                  <C>       <C>   <C>       <C>   <C>       <C>    <C>       <C>   <C>        <C>
 Non-interest bearing
   demand deposits    $ 24,729        $ 22,594        $ 21,950         $ 20,784        $ 17,620

 Interest bearing
   demand and
   savings deposits     47,179  3.43%   44,708  3.54%   46,593  3.06%    41,588  3.14%   35,326   3.68%

 Time deposits          94,179  5.88%   83,518  5.78%   66,241  4.60%    62,953  4.86%   63,885   5.96%

 Total                $166,087        $150,820        $134,784         $125,325        $116,831
</TABLE>


     The amount of time deposits in amounts of $100,000 or more and
 outstanding as of December 31, 1996 is approximately $19,384,000.  Their
 maturity distribution is as follows:

     - three months or less                         $ 7,423,000
     - over three months and through twelve months  $10,865,000
     - over one year through five years             $   996,000
     - over five years                              $   100,000

     The Bank does not have any deposits in foreign banking offices.

<TABLE>
     The ratio of net income to average total assets and shareholders' equity
 and certain other ratios are presented below for the years ended December 31,
 1996, 1995, 1994, 1993, and 1992.
<CAPTION>
                            1996      1995       1994        1993        1992
 Net income as a
 percentage of:
 <S>                      <C>       <C>        <C>         <C>         <C>
 Average total assets      1.10%     1.13%      1.21%       1.41%       1.31%
 Average shareholders'
   equity                 11.98%    12.15%     12.66%      15.08%      14.17%
 Dividend payout ratio
   (dividends declared
   divided by net income) 35.40%    36.63%     37.00%      31.78%      32.08%
 Average shareholders'
   equity to average       9.16%     9.27%      9.58%       9.36%       9.22%
   total assets
</TABLE>
<PAGE>
<TABLE>
 SHORT-TERM BORROWINGS

 The comparison of short-term borrowings as of December 31, follows:
<CAPTION>
                             1996          1995         1994        1993        1992
 <S>                      <C>          <C>          <C>          <C>         <C>
 Federal funds purchased
   and securities sold
   under repurchase
   agreement              $5,766,631   $11,099,498  $14,210,657  $8,418,867  $5,978,661
</TABLE>
<TABLE>
 The following information relates to federal funds purchased and securities
 sold under repurchase agreements for the years ended December 31:
<CAPTION>
                               1996         1995         1994        1993        1992
 <S>                     <C>          <C>          <C>          <C>         <C>
 As of end of year:
   Weighted average rate       5.53%        6.18%        5.52%       4.64%       5.15%

 For the year:
   Maximum amount
     outstanding         $15,503,184  $13,410,236  $14,210,657  $8,377,335  $6,053,349
   Average amount
     outstanding         $10,168,909  $10,732,363  $ 9,594,480  $7,492,218  $5,480,885

   Weighted average
     rate                      6.03%        6.00%        4.80%       4.69%       5.68%
</TABLE>
<TABLE>
 SUMMARY QUARTERLY FINANCIAL INFORMATION

 The following is a summary of the quarterly results of operations for the
 years ended December 31, 1996 and 1995.
<CAPTION>
                                              Three months ended

                             March 31    June 30   September 30   December 31
                               ($ in thousands, except per share data)
 <S>                           <C>        <C>            <C>           <C>
 1996
 Interest Income               $3,644     $3,624         $3,722        $3,834
 Interest expense               1,919      1,912          1,960         1,978
 Net interest income            1,725      1,712          1,762         1,856
 Provision for loan losses         45         45             45            45
 Net income applicable to
   common stock                   656        495            617           389
 Earnings per common share       0.73       0.55           0.68          0.43

 1995
 Interest Income               $3,210     $3,366         $3,477        $3,601
 Interest expense               1,535      1,772          1,839         1,909
 Net interest income            1,675      1,594          1,638         1,692
 Provision for loan losses         75         75             15            15
 Net income applicable to
   common stock                   528        453            606           433
 Earnings per common share       0.58       0.51           0.67          0.48
</TABLE>
<PAGE>
 ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


                        INDEPENDENT AUDITOR'S REPORT




 Board of Directors
 PSB Holdings, Inc.
 Wausau, Wisconsin


          We have audited the accompanying consolidated balance sheets of PSB
 HOLDINGS, INC. And Subsidiary as of December 31, 1996 and 1995, and the
 related consolidated statements of income, changes in stockholders' equity and
 cash flows for the three years ended December 31, 1996.  These financial
 statements are the responsibility of the Company's management.  Our
 responsibility is to express an opinion on these financial statements based on
 our audits.

          We conducted our audits in accordance with generally accepted
 auditing standards.  Those standards require that we plan and perform the
 audit to obtain reasonable assurance about whether the financial statements
 are free of material misstatement.  An audit includes examining, on a test
 basis, evidence supporting the amounts and disclosures in the financial
 statements.  An audit also includes assessing the accounting principles used
 and significant estimates made by management, as well as evaluating the
 overall financial statement presentation.  We believe that our audits provide
 a reasonable basis for our opinion.

          In our opinion, the consolidated financial statements referred to
 above present fairly, in all material respects, the financial position of PSB
 HOLDINGS, INC. And Subsidiary at December 31, 1996 and 1995, and the results
 of their operations and their cash flows for the three years ended December
 31, 1996 in conformity with generally accepted accounting principles.

          As described in Note 3 to the consolidated financial statements, in
 1996 the Company changed its method of accounting for mortgage servicing
 rights and impairment of long-lived assets.  In 1995, the Company changed its
 method of accounting for impaired loans.  In 1994 the Company changed its
 method of accounting for investment securities and post retirement benefits
 other than pensions.




                                            WIPFLI ULLRICH BERTELSON LLP


 January 30, 1997
 Wausau, Wisconsin
<PAGE>
<TABLE>
                                 PSB HOLDINGS, INC.
                                   AND SUBSIDIARY

                             CONSOLIDATED BALANCE SHEETS
                             December 31, 1996 and 1995
<CAPTION>
                                                                1996           1995
 <S>                                                       <C>            <C>
 ASSETS
 
 Cash and cash equivalents                                 $ 10,152,277   $ 10,868,428
 Federal funds sold                                                          5,683,000
 Investment securities:
   Held to maturity (fair values of $11,762,878
     and $10,428,735, respectively)                          11,713,698     10,333,193
   Available for sale (at fair value)                        39,871,099     34,642,576
 Total loans                                                138,011,133    125,324,694
 Less - Allowance for loan losses                             1,924,686      1,780,893

   Net loans                                                136,086,447    123,543,801
 Premises and equipment                                       3,701,187      3,444,725
 Other assets                                                 2,633,704      2,265,350

 TOTAL ASSETS                                              $204,158,412   $190,781,073


 LIABILITIES AND STOCKHOLDERS' EQUITY

 Deposits:
   Noninterest-bearing deposits                            $ 28,486,255   $ 26,559,435
   Interest-bearing deposits                                149,642,648    133,885,157

      Total deposits                                        178,128,903    160,444,592

 Short-term borrowings                                        5,766,631     11,099,498
 Other liabilities                                            1,973,954      1,785,419

      Total liabilities                                     185,869,488    173,329,509

 Stockholders' equity:
   Common stock - No-par value with a
     stated value of $2 per share:
       Authorized - 1,000,000 shares
       Issued       -    902,425 shares                       1,804,850      1,804,850
   Additional paid-in capital                                 7,158,505      5,926,505
   Retained earnings                                          9,649,112      9,487,936
   Net unrealized gain (loss) on
     securities available for sale                               (8,543)       232,273
   Treasury stock, at cost - 7,000 shares                      (315,000)

      Total stockholders' equity                             18,288,924     17,451,564

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $ 204,158,412   $190,781,073
<FN>
            See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
                                 PSB HOLDINGS, INC.
                                   AND SUBSIDIARY

                          CONSOLIDATED STATEMENTS OF INCOME
                    Years Ended December 31, 1996, 1995 and 1994
<CAPTION>
                                                    1996           1995           1994
 <S>                                           <C>            <C>            <C>
 Interest income:
   Interest and fees on loans                  $ 11,757,028   $ 10,783,294   $  8,937,418
   Interest on investment securities:
      Taxable                                     2,330,456      2,129,632      2,010,603
      Tax-exempt                                    552,324        564,702        556,435
   Other interest and dividend income               184,151        175,908         50,676

      Total interest income                      14,823,959     13,653,536     11,555,132

 Interest expense:
   Deposits                                       7,156,077      6,408,608      4,475,535
   Short-term borrowings                            612,585        646,238        460,851

      Total interest expense                      7,768,662      7,054,846      4,936,386

 Net interest income                              7,055,297      6,598,690      6,618,746
 Provision for loan losses                          180,000        180,000        300,000

 Net interest income after
   provision for loan losses                      6,875,297      6,418,690      6,318,746

 Other income:
   Service fees                                     518,271        468,219        502,593
   Investment security gains (losses)                               26,415         (1,596)
   Gain on sale of other real estate                202,398
   Other operating income                           269,486        188,055        161,542

      Total other income                            990,155        682,689        662,539

 Other expenses:
   Salaries and related benefits                  2,701,445      2,313,123      2,284,603
   Occupancy expenses                               708,288        526,912        474,017
   Federal deposit insurance premiums                 2,000        160,621        289,833
   Data processing                                  195,261        190,864        175,151
   Director expense                                 163,923        138,730        122,499
   Other operating expenses                         943,938        859,959        810,493

      Total other expenses                        4,714,855      4,190,209      4,156,596

 Income before income taxes                       3,150,597      2,911,170      2,824,689
 Provision for income taxes                         994,000        891,000        874,000

 Net income                                    $  2,156,597   $  2,020,170   $  1,950,689

 Earnings per share                            $       2.39   $       2.24   $       2.17

 Weighted average shares outstanding                900,641        902,425        900,341
<FN>
            See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
                                 PSB HOLDINGS, INC.
                                   AND SUBSIDIARY

             CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                    Years Ended December 31, 1996, 1995 and 1994
<CAPTION>
                                                                               Unrealized Gain
                                                                                  (Loss) on
                                                    Additional                   Securities
                                       Common         Paid-In       Retained      Available      Treasury
                                        STOCK         CAPITAL       EARNINGS      FOR SALE        STOCK
 <S>                                <C>            <C>            <C>           <C>             <C>
 Balance, January 1, 1994           $ 1,794,710    $ 4,986,735    $ 7,863,006    $              $
 Adoption of SFAS No. 115                                                          369,752
 Net income                                                         1,950,689
 Employee stock options
   exercised                             10,140         55,770
 Transferred from retained
   earnings                                             81,000        (81,000)
 Cash dividend (at $.80
   per share)                                                        (721,940)
 Unrealized loss on securities
   available for sale - Net of tax                                              (1,210,543)


 Balance December 31, 1994            1,804,850      5,123,505      9,010,755     (840,791)
 Net income                                                         2,020,170
 Transferred from retained
   earnings                                            803,000       (803,000)
 Cash dividend (at $.82
   per share)                                                        (739,989)
 Unrealized gain on securities
   available for sale - Net of tax                                               1,073,064


 Balance, December 31, 1995           1,804,850      5,926,505      9,487,936      232,273
 Net income                                                         2,156,597
 Transferred from retained
   earnings                                          1,232,000     (1,232,000)
 Cash dividend (at $.85
   per share)                                                        (763,421)
 Purchase of treasury stock                                                                         (315,000)
 Unrealized loss on securities
   available for sale - Net of tax                                   (240,816)

 Balance, December 31, 1996         $ 1,804,850    $ 7,158,505    $ 9,649,112     $ (8,543)       $ (315,000)
<FN>
            See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
                                 PSB HOLDINGS, INC.
                                   AND SUBSIDIARY

                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                    Years Ended December 31, 1996, 1995 and 1994
<CAPTION>
                                                         1996        1995         1994
 <S>                                                <C>          <C>          <C>
 Cash flows from operating activities:
   Net income                                       $ 2,156,597  $ 2,020,170  $ 1,950,689
   Adjustments to reconcile net income to net
     cash provided by operating activities:
      Provision for depreciation and net
        amortization                                    448,472      315,897      371,830
      Benefit from deferred income taxes                (52,300)     (41,300)     (80,000)
      Provision for loan losses                         180,000      180,000      300,000
      Net (gain) loss on sale of other real estate     (202,398)                   36,364
      Changes in operating assets and liabilities:
         Other assets                                  (366,173)     (97,041)    (234,985)
         Other liabilities                              188,535      101,168      408,591

   Net cash provided by operating activities          2,352,733    2,478,894    2,752,489

   Cash flows from investing activities:
      Proceeds from sale and maturities of:
         Held to maturity securities                  2,565,079    2,130,000    1,301,222
         Available for sale securities               13,109,137   10,309,545    9,328,430
      Payment for purchase of:
         Held to maturity securities                 (3,963,240)  (1,492,188)  (2,298,863)
         Available for sale securities              (18,583,686)  (7,821,452) (15,393,672)
      Net increase in loans                         (12,507,646) (12,693,393)  (6,906,080)
      Decrease (increase) in federal funds sold       5,683,000   (5,683,000)
      Capital expenditures                             (659,051)  (1,494,890)    (455,139)
      Proceeds from sale of other real estate            14,500

   Net cash used in investing activities            (14,341,907) (16,745,378) (14,424,102)

   Cash flows from financing activities:
      Net increase in deposits                       17,684,311   19,968,223    6,707,470
      Proceeds from exercise of stock options                                      65,910
      Net increase (decrease) in short-term
        borrowings                                   (5,332,867)  (3,111,159)   5,791,790
      Dividends paid                                   (763,421)    (739,989)    (721,940)
      Purchase of treasury stock                       (315,000)

   Net cash provided by financing activities         11,273,023   16,117,075   11,843,230

 Net increase (decrease) in cash and cash
   equivalents                                         (716,151)   1,850,591      171,617
 Cash and cash equivalents at beginning              10,868,428    9,017,837    8,846,220

 Cash and cash equivalents at end                   $10,152,277  $10,868,428  $ 9,017,837

 Supplemental cash flow information:
   Cash paid during the year for:
      Interest                                      $ 7,738,779  $ 6,873,206  $ 4,786,513
      Income taxes                                      960,348      935,424      886,372
 Noncash investing and financing activities:
   Loans charged off                                     72,942       69,262       48,675
   Loans refinanced from other real estate             (215,000)                 (115,000)
<FN>
            See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 PRINCIPAL BUSINESS ACTIVITY

 The Company, through its subsidiary, operates a full service financial
 institution with a primary marketing area including, but not limited to, the
 greater Wausau, Wisconsin area and Marathon County.  It provides a variety of
 banking products.

 PRINCIPLES OF CONSOLIDATION

 The accompanying consolidated financial statements include the accounts of PSB
 Holdings, Inc., parent company of Peoples State Bank and the bank's wholly-
 owned subsidiary, PSB Investments, Inc., after elimination of significant
 intercompany accounts and transactions.  The accounting and reporting policies
 of the Company conform to generally accepted accounting principles and to the
 general practices within the banking industry.

 CASH AND CASH EQUIVALENTS

 For purposes of reporting cash flows, cash and cash equivalents include cash
 on hand, noninterest-bearing deposits in correspondent banks, and interest-
 bearing deposits in money market funds.

 INVESTMENT SECURITIES

 Investment securities are assigned an appropriate classification at the time
 of purchase in accordance with management's intent.  Securities held to
 maturity represent those securities for which the Company has the positive
 intent and ability to hold to maturity.  Accordingly, these securities are
 carried at cost adjusted for amortization of premium and accretion of discount
 calculated using the effective yield method.  Unrealized gains and losses on
 securities held to maturity are not recognized in the financial statements.

 Trading securities include those securities bought and held principally for
 the purpose of selling them in the near future.  The Company has no trading
 securities.

 Securities not classified as either securities held to maturity or trading
 securities are considered available for sale and reported at fair value
 determined from estimates of brokers or other sources.  Unrealized gains and
 losses are excluded from earnings but are reported as a separate component of
 stockholders' equity, net of income tax effects.

 Any gains and losses on sales of securities are recognized at the time of sale
 using the specific identification method.

 INTEREST AND FEES ON LOANS

 Interest on loans is credited to income as earned.  Interest income is not
 accrued on loans where management has determined collection of such interest
 doubtful.  When a loan is placed on nonaccrual status, previously accrued but
 unpaid interest deemed uncollectible is reversed and charged against current
 income.  Fees received on loans are credited to income when received.

 ALLOWANCE FOR LOAN LOSSES

 The allowance for loan losses is maintained at a level believed adequate by
 management to absorb potential losses in the loan portfolio.  Management's
<PAGE>
 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 determination of the adequacy of the allowance is based upon reviews of
 individual credits, recent loss experience, current economic conditions,
 composition of the loan portfolio, and other relevant factors.  Provisions for
 loan losses and recoveries on loans previously charged off are added to the
 allowance.

 PREMISES AND EQUIPMENT

 Premises and equipment are stated at cost.  Maintenance and repair costs are
 charged to expense as incurred.  Gains or losses on disposition of property
 and equipment are reflected in income.  Depreciation is computed principally
 on the straight-line method and is based on the estimated useful lives of the
 assets varying from 5 to 40 years on buildings, 5 to 20 years on equipment,
 and 3 years on software.

 OTHER REAL ESTATE
 Other real estate is carried at the lower of cost or realizable fair market
 value at the date of transfer.

 INCOME TAXES

 Deferred income taxes have been provided under the liability method prescribed
 by Statement of Financial Accounting Standards (SFAS) No. 109.  Deferred tax
 assets and liabilities are determined based on the difference between the
 financial statement and tax bases of assets and liabilities as measured by the
 enacted tax rates which will be in effect when these differences are expected
 to reverse.  Deferred tax expense is the result of changes in the deferred tax
 asset and liability.

 ADVERTISING AND PROMOTIONAL COSTS

 Costs related to Company advertising and promotion are expensed when paid.

 USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS

 The preparation of financial statements in conformity with generally accepted
 accounting principles requires management to make estimates and assumptions
 that affect the reported amounts of assets and liabilities and disclosure of
 contingent assets and liabilities at the date of the financial statements and
 the reported amounts of revenue and expenses during the reporting period.
 Actual results could differ from those estimates.

 FUTURE ACCOUNTING CHANGES

 The Financial Accounting Standards Board (FASB) issued Statement of Financial
 Accounting Standards (SFAS) No. 125, "Accounting for Transfers and Servicing
 of Financial Assets and Extinguishments of Liabilities," in June 1996.  SFAS
 No. 125 requires use of a financial-components approach to recognize financial
 assets and liabilities.  Under this approach, after a transfer of financial
 assets, the Company will recognize the financial and servicing assets and
 liabilities based on whether control over the asset and liability was
 maintained or surrendered.  This statement is required to be adopted by the
 Company for transfers and servicing of financial assets and extinguishments of
 liabilities effective January 1, 1997.  The adoption of SFAS No. 125 is not
 anticipated to have a significant impact on the Company's financial condition
 or results of operations once implemented.
<PAGE>
 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 EARNINGS PER SHARE

 Earnings per share are based upon the weighted average number of shares
 outstanding, which includes the common stock equivalents applicable to shares
 issuable under the stock options granted.

 NOTE 2 - FORMATION OF THE HOLDING COMPANY

 During 1995, a bank holding company, PSB Holdings, Inc. (the Company) was
 formed to acquire the stock of Peoples State Bank (the bank).  On May 24,
 1995, the existing bank stockholders voted to exchange their shares of the
 bank for shares of the Company.  The Peoples State Bank stockholders received
 902,425 shares of the Company's common stock in exchange for all the
 outstanding shares of Peoples State Bank.  This business combination has been
 accounted for as a pooling of interests and accordingly, the operations of
 Peoples State Bank are included for all years presented.

 NOTE 3 - CHANGE IN ACCOUNTING PRINCIPLES

 Effective January 1, 1996, the Company adopted Statement of Financial
 Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of Long-
 Lived Assets to be Disposed of."  There was no impact on net income as a
 result of the adoption of SFAS No. 121.  The Company had no long-lived assets
 considered to be impaired at the time of adopting the standard.

 Effective January 1, 1996, the Company adopted SFAS No. 122, "Accounting for
 Mortgage Servicing Rights."  Under this SFAS, the Company is required to
 record an asset for the value of retained servicing rights on mortgages sold.
 This asset is amortized to expense as serviced loan principal is paid.  The
 adoption had no effect on the financial statements during the year of
 adoption.

 Effective January 1, 1995, the Company adopted Statement of Financial
 Accounting Standards No. 114, "Accounting by Creditors for Impairment of a
 Loan," as amended by SFAS No. 118, "Accounting by Creditors for Impairment of
 a Loan - Income Recognition and Disclosures."  There was no impact on net
 income as a result of the adoption of SFAS No. 114 at January 1, 1995.

 Effective January 1, 1994, the Company adopted SFAS No. 115, "Accounting for
 Certain Investments in Debt and Equity Securities."  Under this SFAS, the
 Company must classify its investment securities into one of three different
 classifications.  Investments classified as available for sale must be carried
 at fair market value and the Company must reflect market value changes in its
 equity section.  The impact of adoption of this statement at January 1, 1994
 was to increase the value of securities reflected on the balance sheet by
 approximately $583,000, increase deferred tax liabilities by approximately
 $213,000, and increase stockholders' equity by approximately $370,000.

 Effective January 1, 1994, the Company adopted SFAS No. 106, "Employers'
 Accounting for Post Retirement Benefits Other Than Pensions."  The adoption
 had no effect on the financial statements.

 NOTE 4 - RESTRICTIONS ON CASH AND CASH EQUIVALENTS

 Cash and cash equivalents in the amount of $731,000 are restricted at December
 31, 1996 to meet the reserve requirements of the Federal Reserve System.
<PAGE>
<TABLE>
 NOTE 5 - INVESTMENT SECURITIES

 The amortized cost and estimated fair values of investment securities are as
 follows:
<CAPTION>
                                                   Gross       Gross       Estimated
                                    Amortized    Unrealized  Unrealized      Fair
                                      COST         GAINS       LOSSES        VALUE
 <S>                              <C>           <C>         <C>          <C>      
 DECEMBER 31, 1996

 Securities held to maturity:
  Obligations of states and
    political subdivisions        $ 11,713,698  $   88,365  $   39,185   $ 11,762,878

 Securities available for sale:
  U.S. Treasury securities
    and obligations of U.S.
    government corporations
    and agencies                  $ 39,233,521  $  247,027  $  256,827   $ 39,223,721

  Other equity securities              647,378                                647,378

     Totals                       $ 39,880,899  $  247,027  $  256,827   $ 39,871,099


 DECEMBER 31, 1995

 Securities held to maturity:
  Obligations of states and
    political subdivisions        $ 10,333,193  $  118,919  $  (23,377)  $ 10,428,735

 Securities available for sale:
  U.S. Treasury securities
    and obligations of U.S.
    government corporations
    and agencies                  $ 34,227,943  $  459,033  $  (89,778)  $ 34,597,198

  Other equity securities               45,378                                 45,378

     Totals                       $ 34,273,321  $  459,033  $  (89,778)  $ 34,642,576
</TABLE>
<PAGE>
<TABLE>
 NOTE 5 - INVESTMENT SECURITIES (CONTINUED)

 The amortized cost and estimated fair values of debt securities held to
 maturity and securities available for sale at December 31, 1996, by
 contractual maturity, are shown below.  Expected maturities will differ from
 contractual maturities because borrowers may have the right to call or prepay
 obligations with or without call or prepayment penalties.
<CAPTION>
                                                                     Estimated
                                                     Amortized          Fair
    SECURITIES HELD TO MATURITY                        COST            VALUE
 <S>                                              <C>             <C>
 Due in one year or less                          $  2,060,743    $  2,074,276
 Due after one year through five years               6,177,357       6,219,202
 Due after five years through ten years              3,475,598       3,469,400

 Totals                                           $ 11,713,698    $ 11,762,878

   SECURITIES AVAILABLE FOR SALE

 Due in one year or less                          $  6,252,818    $  6,305,450
 Due after one year through five years              28,563,827      28,486,863
 Due after five years through ten years                999,379         999,379

 Totals                                             35,816,024      35,791,692

 Mortgage-backed securities                          3,417,497       3,432,029

 Totals                                           $ 39,233,521    $ 39,223,721
</TABLE>

 Securities with an approximate carrying value of $9,353,917 and $16,229,069 at
 December 31, 1996 and 1995, respectively, were pledged to secure public
 deposits, short-term borrowings, and for other purposes required by law.

 During 1996, no investment securities were sold.  Proceeds from securities
 sales in 1995 were $4,543,438.  Gross gains of $26,415 were realized on those
 sales.  Proceeds from securities sales during 1994 were $1,248,672.  Gross
 losses of $1,596 were realized on those sales.

 As a member of the Federal Home Loan Bank (FHLB) system, the banking
 subsidiary is required to hold stock in the FHLB based on asset size.  This
 stock is recorded at cost which approximates fair value.  Transfer of the
 stock is substantially restricted.  Equity securities include $602,000 of FHLB
 stock at December 31, 1996.
<PAGE>
<TABLE>
 NOTE 6 - LOANS

 The composition of loans is as follows:
<CAPTION>
                                                   1996           1995
          <S>                                 <C>            <C>
          Commercial                          $ 30,350,578   $ 29,647,312
          Real estate                           93,450,237     84,220,917
          Consumer                              14,210,318     11,456,465

          Total loans                         $138,011,133   $125,324,694
</TABLE>
<TABLE>
 The Company, in the ordinary course of business, grants loans to its executive
 officers and directors, including their families and firms in which they are
 principal owners.  Substantially all loans to executive officers and directors
 were made on the same terms, including interest rates and collateral, as those
 prevailing at the time for comparable transactions with others and did not
 involve more than the normal risk of collectibility or present other
 unfavorable features.  Activity in such loans is summarized below:
<CAPTION>
                                                  1996            1995
 <S>                                          <C>             <C>
 Loans outstanding at beginning of year       $ 2,757,077     $ 1,880,372
 New loans                                        474,182       2,165,260
 Repayment                                       (636,712)     (1,288,555)

 Loans outstanding at end of year             $ 2,594,547     $ 2,757,077
</TABLE>

 The allowance for loan losses should include specific allowances related to
 loans which have been judged to be impaired and which fall within the scope of
 SFAS No. 114.  A loan is impaired when, based on current information, it is
 probable that the Company will not collect all amounts due in accordance with
 the contractual terms of the loan agreement.  These specific allowances are
 based on discounted cash flows of expected future payments using the loan's
 initial effective interest rate or the fair value of the collateral if the
 loan is collateral dependent.
<PAGE>
<TABLE>
 NOTE 6 - LOANS (CONTINUED)

 An analysis of impaired loans follows:
<CAPTION>
                                                        1996         1995
          <S>                                       <C>           <C>
          AT DECEMBER 31,

          Nonaccrual                                $  42,769     $
          Accruing income                             269,537       545,590

          Total impaired loans                        312,306       545,590
          Less - Allowance for loan losses             20,000        53,623

          Net investment in impaired loans          $ 292,306     $ 491,967

          YEARS ENDED DECEMBER 31,

          Average recorded investment, net of
            allowance for loan losses               $ 304,400     $ 590,000

          Interest income recognized                $  23,001     $  63,481
</TABLE>
 Since the Company evaluates the overall adequacy of the allowance for loan
 losses on an ongoing basis, the adoption of SFAS No. 114 during 1995 did not
 affect the amount of the allowance for loan losses or the existing income
 recognition and charge-off policies for nonperforming loans.

 The Company continues to maintain a general allowance for loan losses for
 loans outside of the scope of SFAS No. 114.  The allowance for loan losses is
 maintained at a level which management believes is adequate for possible loan
 losses.  Management periodically evaluates the adequacy of the allowance using
 the Company's past loan loss experience, known and inherent risks in the
 portfolio, composition of the portfolio, current economic conditions, and
 other relevant factors.  This evaluation is inherently subjective since it
 requires material estimates that may be susceptible to significant change.
<TABLE>
 An analysis of the allowance for loan losses for the three years ended
 December 31, follows:
<CAPTION>
                                               1996          1995          1994
 <S>                                     <C>            <C>           <C>
 Balance January 1                       $  1,780,893   $ 1,643,646   $ 1,370,621
 Provision charged to operating expense       180,000       180,000       300,000
 Recoveries on loans                           36,735        26,509        21,700
 Loans charged off                            (72,942)      (69,262)      (48,675)

 Balance December 31                     $  1,924,686   $ 1,780,893   $ 1,643,646
</TABLE>
<PAGE>
<TABLE>
 NOTE 7 - PREMISES AND EQUIPMENT

 An analysis of premises and equipment follows:
<CAPTION>
                                                        1996          1995
 <S>                                               <C>           <C>
 Land                                              $   570,946   $   570,946
 Buildings and improvements                          2,949,856     2,937,458
 Furniture and equipment                             2,414,111     1,715,006
 Construction in progress                                             66,918

 Totals                                              5,934,913     5,290,328
 Accumulated depreciation and amortization          (2,233,726)   (1,845,603)

 Net book value                                    $ 3,701,187   $ 3,444,725
</TABLE>
 Depreciation and amortization charged to operating expenses amounted to
 $402,589 in 1996, $253,596 in 1995, and $229,366 in 1994.

 NOTE 8 - OTHER REAL ESTATE

 Included in other assets is other real estate of $27,102 at December 31, 1995.
 Operating expenses for 1995 and 1994 included charges of $39,708 and $35,691,
 respectively for expenses related to other real estate.  No other real estate
 was held at December 31, 1996.
<TABLE>
 NOTE 9 - DEPOSITS

 The book values of deposits consisted of the following at December 31:
<CAPTION>
                                                 1996             1995
 <S>                                       <C>              <C>
 Noninterest-bearing checking              $  28,486,255    $  26,559,435
 Interest-bearing checking                     8,523,796        7,228,998
 Savings                                      24,352,885       23,077,492
 Money market accounts                        14,832,676       16,628,362
 Time deposits                               101,933,291       86,950,305

 Total deposits                            $ 178,128,903    $ 160,444,592
</TABLE>
 Certificate of deposit accounts with individual balances greater than $100,000
 totaled $10,916,231 and $8,033,224 at December 31, 1996 and 1995,
 respectively.

 Deposits from Company directors, officers and related parties at December 31,
 1996 and 1995 totaled $5,608,102 and $5,028,255, respectively.
<TABLE>
 At December 31, 1996, time deposits have scheduled maturity dates as follows:
<CAPTION>
          <S>                   <C>
          1997                  $  89,747,046
          1998                      8,601,678
          1999                      3,169,940
          2000                        414,627

          Total                 $ 101,933,291
</TABLE>
<PAGE>
<TABLE>
 NOTE 10 - SHORT-TERM BORROWINGS

 The composition of short-term borrowings at December 31, follows:
<CAPTION>
                                                       1996            1995
 <S>                                              <C>             <C>
 Securities sold under repurchase agreements      $  3,569,631    $ 11,099,498
 Federal funds purchased                             2,197,000

 Total short-term borrowings                      $  5,766,631    $ 11,099,498
</TABLE>
<TABLE>
 The following information relates to federal funds purchased and securities
 sold under repurchase agreements for the years ended December 31:
<CAPTION>
                                          1996            1995           1994
 <S>                                <C>             <C>             <C>
 As of end of year:
   Weighted average rate                    5.53%           6.18%          5.52%
 For the year:
   Highest month-end balance        $  15,503,184   $  13,410,236   $ 14,210,657
   Daily average balance               10,101,160      10,732,363      9,594,480
   Weighted average rate                    6.03%           6.00%          4.80%
</TABLE>

 NOTE 11 - RETIREMENT PLANS

 The Company sponsors a defined benefit pension plan which covers substantially
 all employees.  The benefits are based on years of service and the employee's
 highest consecutive five-year average earnings.  Contributions are intended to
 provide not only benefits attributed for service to date but also for those
 expected to be earned in the future.  The Company's funding policy is to
 annually contribute the maximum amount deductible for federal income tax
 purposes.

 The plan assets are invested primarily in U.S. Treasury and Agency issues,
 with approximately $375,000 and $100,000 invested in certificates of deposit
 of the Company's subsidiary at December 31, 1996 and 1995, respectively.

 Effective January 1, 1997, the Company terminated its defined benefit pension
 plan.  Monthly benefits currently paid to retirees will not be affected by the
 plan's termination.  The Company intends to request regulatory approval to
 distribute participants' vested defined benefit pension plan balances to
 participants or into the bank's 401(k) profit-sharing plan.  Any shortfall in
 plan assets under the required distribution of vested benefits will be
 provided for by the Company.
<PAGE>
<TABLE>
 NOTE 11 - RETIREMENT PLANS (CONTINUED)

 Under the provisions of Statement of Financial Accounting Standards (SFAS) No.
 88, "Employers' Accounting for Settlements and Curtailments of Defined Benefit
 Pension Plans and for Termination Benefits," this transaction constitutes a
 curtailment, which resulted in the recognition of a gain to the Company as of
 December 31, 1996 determined as follows:
<CAPTION>
                                                               Effect of
                                                  Before      Curtailment      After
                                                CURTAILMENT   (GAIN) LOSS   CURTAILMENT
 <S>                                           <C>             <C>         <C>
 Actuarial present value of benefit
  obligations:
   Vested benefit obligation                   $ (1,544,424)   $           $(1,544,424)
  Nonvested benefit obligation                      (50,786)                   (50,786)

  Accumulated benefit obligation                 (1,595,210)                (1,595,210)
  Effect of projected future compensation
   levels                                          (635,379)     635,379

  Projected benefit obligation                   (2,230,589)     635,379    (1,595,210)
  Plan assets at fair value                       1,643,439                  1,643,439

  Projected benefit obligation in excess of
   plan assets                                     (587,150)     635,379        48,229
  Unrecognized net loss                             696,176     (634,047)       62,129
  Unrecognized net transition asset                 (62,129)                   (62,129)

 Prepaid pension cost recognized in the
   consolidated balance sheets                   $   46,897     $  1,332   $    48,229
</TABLE>
<PAGE>
<TABLE>
 NOTE 11 - RETIREMENT PLANS (CONTINUED)

 The following table sets forth the plan's funded status and the amounts
 reflected in the accompanying balance sheets at December 31:
<CAPTION>
                                                             1996            1995
 <S>                                                   <C>              <C>
 Actuarial present value of benefit obligations:
   Vested benefit obligation                           $  (1,544,424)   $ (1,339,794)
   Nonvested benefit obligation                              (50,786)        (18,811)

   Accumulated benefit obligation                         (1,595,210)     (1,358,605)
   Effect of projected future compensation levels                           (573,313)

   Projected benefit obligation                           (1,595,210)     (1,931,918)
   Plan assets at fair value                               1,643,439       1,477,034

   Plan assets in excess of (less than) projected
    benefit obligation                                        48,229        (454,884)
   Unrecognized net loss                                      62,129         582,342
   Unrecognized net transition asset                         (62,129)        (68,915)

 Prepaid pension cost recognized in the balance sheet  $      48,229    $     58,543
</TABLE>
<TABLE>
 Net pension cost for December 31 included the following components:
<CAPTION>
                                                        1996        1995        1994
 <S>                                                <C>          <C>         <C>
 Service cost - Benefits earned during the period   $  108,080   $  93,390   $  73,026
 Interest cost on projected benefit obligation         141,725     131,350     110,826
 Actual return on plan assets                          (79,499)   (133,375)    (29,473)
 Net amortization and deferral                         ( 9,345)     47,661     (57,996)

 Net periodic pension cost                          $  160,961   $ 139,026   $  96,383
</TABLE>
<TABLE>
 The following assumptions were used in determining the projected benefit
 obligation:
<CAPTION>
                                                         1996     1995     1994
 <S>                                                      <C>      <C>      <C>
 Discount rate                                            7%       7%       7%
 Rates of increase in future compensation levels          0%       5%       5%
 Expected long-term rate of return on assets              7%       7%       7%
</TABLE>
 The Company also maintains a 401(k) profit-sharing plan for its employees.
 The Company matches 50 percent of the employee's deferrals up to the first 4
 percent of pay deferred.  The expense of the plan for the years ended December
 31, 1996, 1995, and 1994 was $30,442, $26,846, and $27,330, respectively.

 The Company also maintains an unfunded retirement plan for its directors.  The
 plan pays directors who have at least 15 years of service at retirement 50
 percent of the fees received during their final 5 years as a director.
 Currently six directors are eligible for benefits.  The plan expense totaled
 $40,000 for the year ended December 31, 1996.  There was no plan expense in
 1995 or 1994.  The liability in the financial statements for this plan at
 December 31, 1996 was $130,488.
<PAGE>
 NOTE 12 - POST-RETIREMENT HEALTH CARE BENEFITS

 The Company maintains a post-retirement health care benefit plan which covers
 the officers of the Company.  After retirement, the Company will pay between
 25 percent and 50 percent of the health insurance premiums for Company
 officers.  To qualify, an officer must have at least 15 years of service, be
 at the Company at retirement, and must be at least 62 years of age at
 retirement.  The actual amount paid is based upon years of service.
<TABLE>
 The following table sets forth the plan's funded status and the amounts
 reflected in the accompanying balance sheets at December 31:
<CAPTION>
                                                                1996         1995
 <S>                                                       <C>           <C>
 Accumulated post-retirement benefit obligation (APBO):
   Retirees                                                $  (47,212)   $ (47,397)
   Fully eligible actives                                     (31,299)     (27,658)
   Other actives                                             (113,264)    (100,089)

 Total APBO                                                $ (191,775)   $ (175,144)

 Funded status                                             $ (191,775)   $ (175,144)
 Unrecognized:
   Prior service cost                                          95,405       102,801
   Net gain                                                   (14,409)      (14,409)

 Accumulated post-retirement benefit cost                  $ (110,779)   $  (86,752)
<FN>
 The accumulated post-retirement benefit cost is classified on the balance
 sheets in other liabilities.
</TABLE>
<TABLE>
 Net post-retirement health care cost for December 31 included the following
 components:
<CAPTION>
                                               1996       1995       1994
 <S>                                         <C>        <C>        <C>
 Service cost                                $  7,235   $  5,889   $  8,481
 Interest cost                                 13,001     11,840     11,120
 Amortization of:
   Prior service cost                           7,396      7,396      7,396
   Net gain                                               (1,109)

   Net periodic benefit cost                 $ 27,632   $ 24,016   $ 26,997
</TABLE>
<TABLE>
 The following assumptions were used to determine the accumulated benefit
 obligation at December 31:
<CAPTION>
                                      1996    1995
 <S>                                  <C>     <C>
 Discount rate                        7.5%    7.5%
 Health care cost trend rate          7.5%    3.0%
</TABLE>
 The health care cost trend rate is anticipated to decrease to 5 percent in
 0.25 percent per year decrements over a ten-year period.
<TABLE>
<CAPTION>
                                                         1996      1995      1994
 <S>                                                   <C>      <C>        <C>
 Impact of 1 percent increase in medical trend rate:
   On service cost and interest cost                   $   778   $   684   $   400
   On APBO, December 31                                  7,644     6,981     3,800
</TABLE>
<PAGE>
<TABLE>
 NOTE 13 - INCOME TAXES
<CAPTION>
 The components of the income tax provision are as follows:

                                              1996        1995        1994
 <S>                                      <C>         <C>         <C>
 Current income tax provision:
   Federal                                $  902,300  $  819,000  $  838,000
   State                                     144,000     113,300     116,000

 Total current                             1,046,300     932,300     954,000

 Deferred income tax benefit:
   Federal                                   (41,300)    (32,600)    (60,000)
   State                                     (11,000)     (8,700)    (20,000)

 Total deferred                              (52,300)    (41,300)    (80,000)

 Total provision for income taxes         $  994,000  $  891,000  $  874,000
</TABLE>
<TABLE>
 Deferred income taxes are provided for the temporary differences between the
 financial reporting basis and the tax basis of the Company's assets and
 liabilities.  The major components of the net deferred tax assets are as
 follows:
<CAPTION>
                                                               1996        1995
 <S>                                                    <C>           <C>
 Deferred tax assets:
   Allowance for loan losses                            $  645,000    $  588,200
   Deferred compensation                                    59,100        44,700
   Post-retirement health care benefits                     47,400        41,000
   Unrealized loss on securities available for sale            663
   Other real estate                                                      55,000

 Gross deferred tax assets                                 752,163       728,900

 Deferred tax liabilities:
   Unrealized gain on securities available for sale
 (136,982)
   Premises and equipment                                 (115,600)      (86,900)
   Employee pension plan                                  ( 19,100)      (77,500)

 Gross deferred tax liabilities                           (134,700)     (301,382)

 Net deferred tax assets                                $  617,463    $  427,518
</TABLE>
<PAGE>
<TABLE>
 NOTE 13 - INCOME TAXES (CONTINUED)

 A summary of the source of differences between income taxes at the federal
 statutory rate and the provision for income taxes for the years ended December
 31, follows:
<CAPTION>
                                         1996               1995               1994
                                             Percent            Percent            Percent
                                               of                 of                 of
                                             Pretax             Pretax             Pretax
                                   AMOUNT    INCOME    AMOUNT   INCOME    AMOUNT   INCOME
 <S>                            <C>           <C>    <C>         <C>    <C>        <C>
 Tax expense at statutory rate  $ 1,071,200   34.0%  $ 989,800   34.0%  $ 960,400  34.0%
 Increase (decrease) in taxes
   resulting from:
   Tax-exempt interest             (169,200)  (5.4%)  (173,400)  (6.0%)  (174,500) (6.2%)
   State income tax                  88,000    2.8%     69,000    2.4%     76,600   2.7%
   Other                              4,000     .1%      5,600     .2%     11,500    .4%

 Provision for income taxes     $   994,000   31.5%  $ 891,000   30.6%  $ 874,000  30.9%
</TABLE>

 NOTE 14 - STOCK OPTIONS

 On April 18, 1989, the Company's stockholders authorized 131,750 shares of
 stock to be set aside for issuance under a stock option plan.  Options were
 granted to virtually all officers and employees totaling 36,250 shares.  The
 options were required to be exercised prior to May 1, 1994.  The option price
 was at the fair market value of the Company's stock as of the date the option
 was granted.  As of December 31, 1994, all options have been exercised or
 expired.

 NOTE 15 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
 CREDIT RISK

 The Company is a party to financial instruments with off-balance sheet risk in
 the normal course of business to meet the financing needs of its customers.
 These financial instruments include commitments to extend credit and standby
 letters of credit.  Those instruments involve, to varying degrees, elements of
 credit risk in excess of the amount recognized in the balance sheets.

 The Company's exposure to credit loss in the event of nonperformance by the
 other party to the financial instrument for commitments to extend credit and
 standby letters of credit is represented by the contractual amount of those
 instruments.  The Company uses the same credit policies in making commitments
 and conditional obligations as it does for on-balance sheet instruments.
 These commitments at December 31 are as follows:
<TABLE>
<CAPTION>
                                            1996            1995
 <S>                                    <C>             <C>
 Commitments to extend credit           $ 14,162,116    $  8,676,670
 Letters of credit                         1,341,142       1,192,167
 Credit card commitments                   1,837,542       1,485,128

 Totals                                 $ 17,340,800    $ 11,353,965
</TABLE>
 Commitments to extend credit are agreements to lend to a customer as long as
 there is no violation of any condition established in the contract.
 Commitments generally have fixed expiration dates or other termination
<PAGE>
 NOTE 15 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK (CONTINUED)

 CREDIT RISK (CONTINUED)

 clauses.  Since many of the commitments are expected to expire without being
 drawn upon, the total commitment amounts do not necessarily represent future
 cash requirements.  The Company evaluates each customer's credit-worthiness on
 a case by case basis.  The amount of collateral obtained, if deemed necessary
 upon extension of credit, is based on management's credit evaluation of the
 party.  Collateral held varies but may include accounts receivable, inventory,
 property, plant and equipment and income-producing commercial properties.

 Letters of credit are conditional commitments issued to guarantee the
 performance of a customer to a third party.  Those guarantees are primarily
 issued to support public and private borrowing arrangements.  The credit risk
 involved in issuing letters of credit is essentially the same as that involved
 in extending loan facilities to customers.  Collateral held varies as
 specified above and is required in instances which the Company deems
 necessary.  The average amount of these commitments that are collateralized is
 80 percent.

 Credit card commitments are commitments on credit cards issued by the Company
 and serviced by Elan Financial Services.  These commitments are unsecured.

 CONCENTRATION OF CREDIT RISK

 The Company grants residential mortgage, commercial and consumer loans
 predominantly in the greater Wausau area and Marathon County.  There are no
 significant concentrations of credit to any one debtor or industry group.  It
 is felt that the diversity of the local economy will prevent significant
 losses in the event of an economic downturn.

 CONTINGENCIES

 In the normal course of business, the Company is involved in various legal
 proceedings.  In the opinion of management, any liability resulting from such
 proceedings would not have a material adverse effect on the consolidated
 financial statements.

 INTEREST RATE RISK

 The Company originates and holds adjustable rate mortgage loans with variable
 rates of interest.  The rate of interest on these loans is capped over the
 life of the loan.  At December 31, 1996, none of the approximately $1,010,300
 of variable rate loans had reached the interest rate cap.

 NOTE 16 - CAPITAL REQUIREMENTS

 Federal banking regulatory agencies have established capital adequacy rules
 which take into account risk attributable to balance sheet assets and off-
 balance sheet activities.  All banks and bank holding companies must meet a
 minimum total risk-based capital ratio of 8 percent.  Of the 8 percent
 required, half must be comprised of core capital elements defined as Tier 1
 capital.  The federal banking agencies also have adopted leverage capital
 guidelines which banking organizations must meet.  Under these guidelines, the
 most highly rated banking organizations must meet a minimum leverage ratio of
 at least 3 percent Tier 1 capital to total assets, while lower rated banking
 organizations must maintain a ratio of at least 4 percent to 5 percent.
<PAGE>
 NOTE 16 - CAPITAL REQUIREMENTS (CONTINUED)

 The subsidiary bank is subject to various regulatory capital requirements
 administered by the federal banking agencies.  Failure to meet minimum capital
 requirements can initiate certain mandatory, and possibly additional
 discretionary, actions by regulators that, if undertaken, could have a direct
 material effect on the bank's financial statements.  Under capital adequacy
 guidelines and the regulatory framework for prompt corrective action, the bank
 must meet specific capital guidelines that involve quantitative measures of
 the bank's assets, liabilities, and certain off-balance sheet items as
 calculated under regulatory accounting practices.  The bank's capital amounts
 and classification are also subject to qualitative judgments by the regulators
 about components, risk weightings, and other factors.

 Quantitative measures established by regulation to ensure capital adequacy
 require the bank to maintain minimum amounts and ratios (set forth in the
 table below) of total and Tier I capital (as defined in the regulations) to
 risk-weighted assets (as defined), and of Tier I capital (as defined) to
 average assets (as defined).  Management believes, as of December 31, 1996,
 the bank meets all capital adequacy requirements to which it is subject.

 As of December 31, 1996, the most recent notification from the Federal Deposit
 Insurance Corporation categorized the bank as well capitalized under the
 regulatory framework for prompt corrective action.  To be categorized as well
 capitalized, the bank must maintain minimum total risk-based, Tier I risk-
 based, and Tier I leverage ratios as set forth in the table.  There are no
 conditions or events since notification that management believes have changed
 the institution's category.

 The Company's actual capital amounts and ratios as of December 31, 1996, are
 presented in the table.
<TABLE>
<CAPTION>
                                                                               To Be Well
                                                                           Capitalized Under
                                                        For Capital        Prompt Corrective
                                    ACTUAL           ADEQUACY PURPOSES     ACTION PROVISIONS
                               AMOUNT     RATIO       AMOUNT    RATIO      AMOUNT     RATIO
 <S>                       <C>            <C>     <C>          <C>      <C>          <C>
 Total capital (to risk
   weighted assets)        $ 19,878,000   15.7%   $ 10,118,000 greater  $ 12,647,000 greater
                                                               than or               than or
                                                               equal to              equal to
                                                                 8.0%                 10.0%
 Tier I capital (to risk
   weighted assets)        $ 18,297,000   14.5%   $  5,059,000 greater  $ 7,588,000  greater
                                                               than or               than or
                                                               equal to              equal to
                                                                 4.0%                  6.0%
 Tier I capital (to
   average assets)         $ 18,297,000   9.1%    $  8,061,000 greater  $ 10,076,000 greater
                                                               than or               than or
                                                               equal to              equal to
                                                                 4.0%                  5.0%
</TABLE>
 The subsidiary bank is restricted by banking regulations from making dividend
 distributions above prescribed amounts and limited in making loans and
 advances to the Company.  At December 31, 1996, the retained earnings of the
 subsidiary available for distribution as dividends without regulatory approval
 was approximately $7,713,000.

 NOTE 17 - FAIR VALUE OF FINANCIAL INSTRUMENTS

 Statement of Financial Accounting Standards (SFAS) No. 107, "Disclosures about
 Fair Value of Financial Instruments," requires that the Company disclose
 estimated fair values for its financial instruments.  Fair value estimates,
 methods, and assumptions are set forth below for the Company's financial
 instruments.
<PAGE>
 NOTE 17 - FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

 The following methods and assumptions were used by the Company in estimating
 its fair value disclosures for financial instruments:

 CASH AND SHORT-TERM INVESTMENTS

 The carrying amounts reported in the balance sheets for cash and cash
 equivalents and short-term investments approximate their fair values.

 INVESTMENT SECURITIES

 Fair values for investment securities are based on quoted market prices.

 LOANS

 For variable rate loans that reprice frequently and with no significant change
 in credit risk, fair values are based on carrying values.  The fair values for
 other loans are estimated using discounted cash flow analyses, using interest
 rates currently being offered for loans with similar terms to borrowers of
 similar credit quality.  In addition, for impaired loans, marketability and
 appraisal values were considered in the fair value determination.  The
 carrying amount of accrued interest approximates its fair value.

 DEPOSIT LIABILITIES

 The fair value of deposits with no stated maturity, such as demand deposits,
 NOW accounts, savings and money market accounts is equal to the amount payable
 on demand at the reporting date.  Fair values for fixed rate certificates of
 deposit are estimated using a discounted cash flow calculation that applies
 interest rates currently being offered on certificates to a schedule of
 aggregated expected maturities on time deposits.

 SHORT-TERM BORROWINGS

 The carrying amount of short-term borrowings approximate their fair values.
<TABLE>
 The carrying amounts and fair values of the Company's financial instruments
 consisted of the following at December 31:
<CAPTION>
                                               1996                        1995
                                       Carrying     Estimated      Carrying     Estimated
                                        AMOUNT     FAIR VALUE       AMOUNT     FAIR VALUE
 <S>                                <C>           <C>           <C>           <C>
 Financial assets:
   Cash and short-term investments  $ 10,152,277  $ 10,152,277  $ 16,551,428  $ 16,551,428
   Investment securities              51,584,797    51,633,977    44,975,769    45,071,311
   Net loans                         136,086,447   136,038,108   123,543,801   124,315,314

 Financial liabilities:
   Deposits                          178,128,903   178,548,854   160,444,592   160,952,607
   Short-term borrowings               5,766,631     5,766,631    11,099,498    11,099,498
</TABLE>
<PAGE>
OFF-BALANCE SHEET INSTRUMENTS

 The fair value of commitments would be estimated using the fees currently
 charged to enter into similar agreements, taking into account the remaining
 terms of the agreements, the current interest rates, and the present credit
 worthiness of the counter parties.  Since this amount is immaterial, no
 amounts for fair value are presented.

 LIMITATIONS

 Fair value estimates are made at a specific point in time, based on relevant
 market information and information about the financial instrument.  These
 estimates do not reflect any premium or discount that could result from
 offering for sale at one time the Company's entire holdings of a particular
 financial instrument.  Because no market exists for a significant portion of
 the Company's financial instruments, fair value estimates are based on
 judgments regarding future expected loss experience, current economic
 conditions, risk characteristics of various financial instruments and other
 factors.  These estimates are subjective in nature and involve uncertainties
 and matters of significant judgement and therefore cannot be determined with
 precision.  Changes in assumptions could significantly affect the estimates.
 Fair value estimates are based on existing on- and off-balance sheet financial
 instruments without attempting to estimate the value of anticipated future
 business and the value of assets and liabilities that are not considered
 financial instruments.  Significant assets and liabilities that are not
 considered financial assets or liabilities include premises and equipment,
 other assets and other liabilities.  In addition, the tax ramifications
 related to the realization of the unrealized gains or losses can have a
 significant effect on fair value estimates and have not been considered in the
 estimates.
<PAGE>
 NOTE 18 - CONDENSED PARENT COMPANY ONLY FINANCIAL STATEMENTS

 The following condensed balance sheets as of December 31, 1996 and 1995, and
 condensed statements of income and cash flows for the year ended December 31,
 1996 and the seven-month period ended December 31, 1995 (from date of parent
 company inception) for PSB Holdings, Inc. should be read in conjunction with
 the consolidated financial statements and the notes thereto.
<TABLE>
<CAPTION>
                                   BALANCE SHEETS
                             December 31, 1996 and 1995
  
                                                                   1996            1995
 <S>                                                          <C>            <C>
 ASSETS
 Cash and cash equivalents                                    $    529,371   $    486,285
 Investment in subsidiary                                       18,139,868     17,337,057
 Other assets                                                       98,516         99,033

 Total assets                                                 $ 18,767,755   $ 17,922,375


 LIABILITIES AND STOCKHOLDERS' EQUITY

 Accrued dividends payable                                    $    478,831   $    470,811
 Total stockholders' equity                                     18,288,924     17,451,564

 Total liabilities and stockholders' equity                   $ 18,767,755   $ 17,922,375
</TABLE>
<TABLE>
                                STATEMENTS OF INCOME
                          Year Ended December 31, 1996 and
                     Seven-Month Period Ended December 31, 1995
<CAPTION>
                                                                   1996            1995
 <S>                                                          <C>            <C>
 Equity in net income of bank                                 $  2,201,428   $  2,028,722
 Other expense                                                     (65,831)       (12,552)

 Income before credit for income taxes                           2,135,597      2,016,170
 Credit for income taxes                                           (21,000)        (4,000)

 Net income                                                   $  2,156,597   $  2,020,170
</TABLE>
<PAGE>
<TABLE>
 NOTE 18 - CONDENSED PARENT COMPANY ONLY FINANCIAL STATEMENTS (CONTINUED)

                              STATEMENTS OF CASH FLOWS
                          Year Ended December 31, 1996 and
                     Seven-Month Period Ended December 31, 1995
<CAPTION>
                                                               1996         1995
 <S>                                                     <C>            <C>
 Cash flows from operating activities:
   Net income                                            $  2,156,597   $ 2,020,170
   Adjustments to reconcile net income to net
     cash provided by (used in) operating
     activities:
     Equity in net income of bank                          (2,201,428)   (2,028,722)
     Net amortization                                          21,517        12,552
     Increase in other assets                                 (21,000)     (111,584)
     Increase in other liabilities                              8,020       470,811

   Net cash provided by (used in) operating activities        (36,293)      363,227

   Cash flows from investing activities - Dividends
     received from bank                                     1,157,800       863,047

   Cash flows from financing activities:
     Dividends paid                                          (763,421)     (739,989)
     Purchase of treasury stock                              (315,000)

   Net cash used in financing activities                   (1,078,421)     (739,989)

 Net increase in cash and cash equivalents                     43,086       486,285
 Cash and cash equivalents at beginning                       486,285

 Cash and cash equivalents at end                          $  529,371   $   486,285
</TABLE>

 ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
 FINANCIAL DISCLOSURE.

     None.
<PAGE>
                               PART III

 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT.


     Information relating to directors of the Company is incorporated into this
 Form 10-K by this reference to the material set forth in the table under the
 caption "Election of Directors", pages 2 and 3, of the Company's proxy
 statement dated March 25, 1997 (the "1997 Proxy Statement").  Information
 relating to executive officers is found in Part I of this Form 10-K, page 7.


 ITEM 11. EXECUTIVE COMPENSATION.

     Information relating to director compensation is incorporated into this
 Form 10-K by this reference to the 1997 Proxy Statement under the subcaption
 "Compensation of Directors", page 4.  Information relating to the compensation
 of executive officers is incorporated into this Form 10-K by this reference to
 (1) the material set forth under the caption "Executive Officer Compensation"
 and ending with the material set forth under the subcaption "Pension Plan",
 pages 6 through 7, in the 1997 Proxy Statement and (2) the material set forth
 under the subcaption "Compensation Committee and Board Interlocks and Insider
 Participation", page 8, in the 1997 Proxy Statement.


 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     Information relating to security ownership of certain beneficial owners
 and management is incorporated into this Form 10-K by this reference to the
 material set forth under the caption "Beneficial Ownership of Common Stock",
 pages 4 and 5, in the 1997 Proxy Statement.


 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Information relating to transactions with management is incorporated into
 this Form 10-K by this reference to the material set forth under the caption
 "Certain Relationships and Related Transactions", pages 8 and 9, in the 1997
 Proxy Statement.
<PAGE>
                                PART IV

 ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

 (a) Financial statements and financial statement schedules filed as part of
     this report and required by Item 14(d) are set forth on page 23 herein.

 (b) No reports on Form 8-K were filed by the Company during the fourth quarter
     of 1996.

 (c) Exhibits

     The following exhibits required by Item 601 of Regulation S-K are filed
     with the Securities and Exchange Commission as part of this report.
     Exhibits incorporated by reference are indicated by footnote reference to
     incorporated filing.

     EXHIBIT (3) - ARTICLES OF INCORPORATION AND BYLAWS
                                                            PAGE OR
                                                          INCORPORATED
                                                         EXHIBIT <dagger>

     (a)  Restated Articles of Incorporation, as amended ......4(a)(1)

     (b)  Bylaws  ............................................ 4(b)(1)


     EXHIBIT (4) - INSTRUMENTS DEFINING THE RIGHTS OF
                   SECURITY HOLDERS

     (a)  Articles of Incorporation and
          Bylaws (see Exhibits 3(a) and (b))

     EXHIBIT (10) - MATERIAL CONTRACTS

     (a)  Bonus Plan of Directors of the Bank* .............  10(a)(2)

     (b)  Bonus Plan of Officers and Employees of the Bank*.  10(b)(2)

     (c)  Non-Qualified Retirement Plan for Directors of
          the Bank* ........................................  10(c)(2)

     EXHIBIT (21) - SUBSIDIARIES OF THE REGISTRANT .........  22(2)

     * Denotes Executive Compensation Plans and Arrangements.

          <dagger>Where exhibit has been previously filed and is incorporated
          herein by reference, exhibit numbers set forth herein correspond to
          the exhibit number where such exhibit can be found in the following
          reports of the registrant (Commission File No. 0-26480) filed with
          the Securities and Exchange Commission:

          (1)  Registrant's current report on Form 8-K dated May 30, 1995
          (2)  Registrant's annual report on Form 10-K for the fiscal year
               ended December 31, 1995

     The above exhibits are available upon request in writing from the
     Secretary, PSB Holdings, Inc., 1905 W. Stewart Avenue, Wausau, WI  54401.
<PAGE>
                              SIGNATURES

     Pursuant to the requirements of Section 13 of the Securities Exchange Act
 of 1934, the Company has duly caused this report to be signed on its behalf by
 the undersigned, thereunto duly authorized.

     PSB Holdings, Inc.


     By:  GORDON P. GULLICKSON               March 25, 1997
          Gordon P. Gullickson, President

        Pursuant to the requirement of the Securities Exchange Act of 1934,
 this report has been signed below by the following persons on behalf of the
 registrant and in the capacities indicated on this 25th day of March, 1997.

        SIGNATURE AND TITLE           SIGNATURE AND TITLE

 GORDON P. GULLICKSON              TODD R. TOPPEN
 Gordon P. Gullickson, President   Todd R. Toppen, Treasurer
 Chief Executive Officer and a     (Chief Financial and
 Director                          Principal Accounting Officer)

 DIRECTORS:


 PATRICK L. CROOKS                 LAWRENCE HANZ, JR.
 Patrick L. Crooks                 Lawrence Hanz, Jr.


 THOMAS R. POLZER                  THOMAS A. RIISER
 Thomas R. Polzer                  Thomas A. Riiser


 EUGENE WITTER
 Eugene Witter
<PAGE>
                            EXHIBIT INDEX<dagger>
                                  TO
                               FORM 10-K
                                  OF
                          PSB HOLDINGS, INC.
                FOR THE PERIOD ENDED DECEMBER 31, 1996
             Pursuant to Section 102(d) of Regulation S-T
                    (17 C.F.R. <section>232.102(d))



 EXHIBIT 27 - FINANCIAL DATA SCHEDULE



     <dagger>Exhibits required by Item 601 of Regulation S-K which have been
     previously filed and are incorporated by reference are set forth in Part
     IV, Item 14(c) of the Form 10-K to which this Exhibit Index relates.