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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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Form 10-Q

| X |Quarterly
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934

|     |Transition report pursuant to Section 13 or 15(d)
of  the Securities Exchange Act of 1934

Commission File Number 0-27982

FIRST NORTHERN CAPITAL CORP.

(Exact name of registrant as specified in its charter)

|WISCONSIN                                                         |  | 39-1830142                       
|----------------------------------------------------------------- |  | ---------------------------------
|(State or other jurisdiction of                                   |  | (IRS Employer Identification No.)
|incorporation or organization)                                    |  |                                  
|                                                                  |  |                                  
|201 North Monroe Avenue                                          
|P.O. Box 23100                                                   
|Green Bay, WI 54305-3100                                         
|(920) 437-7101                                                   
|(Address, including Zip Code, and telephone number,              
|including area code, of registrant's principal executive
offices)

Indicate by check mark 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, and (2) has been subject
to such filing requirements for the past 90 days.

|Yes | X |  | No | 
|--- | - |  | -- | 

The number of shares outstanding of the issuer's common
stock $1.00 par value per share, was 8,651,459 shares, at October 30, 1999.

---

INDEX

PART 1  FINANCIAL INFORMATION

|Item 1.                    | Financial Statements                           | Page No.
|-------------------------- | ---------------------------------------------- | --------
|                           |                                                |         
|                           | Unaudited Consolidated Statements of Financial |         
|                           | Condition as of September 30, 1999             |         
|                           | and December 31, 1998                          | 3       
|                           |                                                |         
|                           | Unaudited Consolidated Statements of Income    |         
|                           | for the Three Months Ended                     |         
|                           | September 30, 1999 and September 30, 1998      | 4       
|                           |                                                |         
|                           | Unaudited Consolidated Statements of Income    |         
|                           | for the Nine Months Ended                      |         
|                           | September 30, 1999 and September 30, 1998      | 5       
|                           |                                                |         
|                           | Unaudited Consolidated Statements of           |         
|                           | Changes in Stockholders' Equity                |         
|                           | for the Nine Months Ended                      |         
|                           | September 30, 1999 and September 30, 1998      | 6       
|                           |                                                |         
|                           | Unaudited Consolidated Statements of Cash      |         
|                           | Flows for the Nine Months Ended                |         
|                           | September 30, 1999 and September 30, 1998      | 7       
|                           |                                                |         
|                           | Notes to Unaudited Consolidated                |         
|                           | Financial Statements                           | 8 - 11  
|                           |                                                |         
|Item 2.                    | Management's Discussion and Analysis of        |         
|                           | Financial Condition and Results of Operations  | 12  28  
|                           |                                                |         
|Item 3.                    | Quantitative and Qualitative Disclosures
About |         
|                           | Market Risk                                    | 29      
|                           |                                                |         
|PART II  OTHER INFORMATION
|                           |                                                |         
|                           |                                                |         
|                           |                                                |         
|Item 6.                    | Exhibits and Reports on Form 8-K               | 29      
|                           |                                                |         
|Signatures                 | 30                                            

2

PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

FIRST NORTHERN CAPITAL CORP.
AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

|                                                                      | September 30, 1999 | December 31, 1998
|--------------------------------------------------------------------- | ------------------ | -----------------
|                                                                      | (In Thousands)    
|Assets                                                                |                    |                  
|                                                                      |                    |                  
|Cash                                                                  | $     5,447        | $     6,350      
|Interest-earning deposits                                             | 675                | 861              
|                                                                      |                    |                  
|CASH AND CASH EQUIVALENTS                                             | 6,122              | 7,211            
|                                                                      |                    |                  
|Securities available-for-sale,
at fair value                          |                    |                  
|Investment securities                                                 | 9,385              | 9,205            
|Mortgage-related securities                                           | 5,737              | 996              
|Securities held-to-maturity                                           |                    |                  
|Investment securities                                                 |                    |                  
|(estimated fair value
of $24,635,000 - 1999; $23,935,000 - 1998)      | 25,038             | 23,741           
|Mortgage-related securities                                           |                    |                  
|(estimated fair value
of $10,774,000 - 1999; $11,594,000 - 1998)      | 10,812             | 11,522           
|Loans held for sale                                                   | 1,367              | 3,075            
|Loans receivable                                                      | 709,220            | 631,739          
|Accrued interest receivable                                           | 4,151              | 3,686            
|Foreclosed properties
and repossessed assets                          | 55                 | 106              
|Office properties
and equipment                                       | 7,572              | 7,573            
|Federal Home Loan
Bank stock                                          | 7,750              | 5,250            
|Life insurance policies                                               | 13,278             | 12,514           
|Prepaid expense and
other assets                                      | 3,782              | 3,095            
|                                                                      |                    |                  
|                                                                      | $804,269           | $719,713         
|                                                                      |                    |                  
|Liabilities                                                           |                    |                  
|                                                                      |                    |                  
|Deposits                                                              | $558,582           | $542,372         
|Borrowings                                                            | 152,087            | 91,977           
|Advance payments by
borrowers for taxes and insurance                 | 10,731             | 3,433            
|Other liabilities                                                     | 5,684              | 5,838            
|                                                                      |                    |                  
|TOTAL LIABILITIES                                                     | 727,084            | 643,620          
|                                                                      |                    |                  
|Stockholders' Equity                                                  |                    |                  
|                                                                      |                    |                  
|Cumulative preferred
stock, $1 par value; 10,000,000                  |                    |                  
|shares authorized;
none outstanding                                   |                    |                  
|Common stock, $1 par
value; 30,000,000 shares authorized;             |                    |                  
|shares issued: 9,134,735
- 1999 and 1998                              |                    |                  
|shares outstanding:
8,658,959 - 1999; 8,764,945 - 1998                | 9,135              | 9,135            
|Additional paid-in
capital                                            | 8,835              | 9,126            
|Accumulated other
comprehensive income                                | 597                | 960              
|Treasury stock at
cost (475,776 shares - 1999; 369,790 shares - 1998) | (4,891)            | (3,710)          
|Retained earnings                                                     | 63,509             | 60,582           
|                                                                      |                    |                  
|TOTAL STOCKHOLDERS' EQUITY                                            | 77,185             | 76,093           
|                                                                      |                    |                  
|                                                                      | $804,269           | $719,713         

See Notes to Unaudited Consolidated Financial Statements.

3

FIRST NORTHERN CAPITAL CORP.
AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

|                                                        | Three Months Ended       
|------------------------------------------------------- | -------------------------
|                                                        | September 30             
|                                                        | 1999                     
|                                                        | (In Thousands,           
|                                                        | Except Per Share Amounts)
|                                                        |                          
|Interest income:                                        |                          
|Loans                                                   | $12,580                  
|Investment securities                                   | 594                      
|Interest-earning deposits                               | 18                       
|Mortgage-related securities                             | 254                      
|                                                        |                          
|TOTAL INTEREST INCOME                                   | 13,446                   
|Interest expense:                                       |                          
|Deposits                                                | 5,875                    
|Borrowings                                              | 1,915                    
|Advance payments by
borrowers for taxes and insurance   | 53                       
|                                                        |                          
|TOTAL INTEREST EXPENSE                                  | 7,843                    
|                                                        |                          
|NET INTEREST INCOME                                     | 5,603                    
|Provision for loan
losses                               | 102                      
|NET INTEREST INCOME AFTER                               |                          
|PROVISION FOR LOAN LOSSES                               | 5,501                    
|                                                        |                          
|Non-interest income:                                    |                          
|Fees on serviced loans                                  | 48                       
|Loan fees and service
charges                           | 63                       
|Deposit account service
charges                         | 362                      
|Insurance commissions                                   | 92                       
|Gains on sales of
loans                                 | 46                       
|Other                                                   | 384                      
|                                                        |                          
|TOTAL NON-INTEREST INCOME                               | 995                      
|                                                        |                          
|Non-interest expense:                                   |                          
|Compensation, payroll
taxes and other employee benefits | 2,066                    
|Federal insurance
premiums                              | 79                       
|Occupancy                                               | 265                      
|Data processing                                         | 441                      
|Furniture and equipment                                 | 98                       
|Telephone and postage                                   | 101                      
|Marketing                                               | 117                      
|Other                                                   | 550                      
|                                                        |                          
|TOTAL NON-INTEREST EXPENSE                              | 3,717                    
|                                                        |                          
|INCOME BEFORE INCOME TAXES                              | 2,779                    
|Income taxes                                            | 892                      
|                                                        |                          
|NET INCOME                                              | $ 1,887                  
|                                                        |                          
|BASIC NET INCOME PER SHARE                              | $0.22                    
|                                                        |                          
|DILUTED NET INCOME PER SHARE                            | $0.21                    
|                                                        |                          
|CASH DIVIDENDS PAID PER SHARE                           | $0.10                    

4

FIRST NORTHERN CAPITAL CORP.
AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

|                                                        | Nine Months Ended        
|------------------------------------------------------- | -------------------------
|                                                        | September 30             
|                                                        | 1999                     
|                                                        | (In Thousands,           
|                                                        | Except Per Share Amounts)
|                                                        |                          
|Interest income:                                        |                          
|Loans                                                   | $ 36,258                 
|Investment securities                                   | 1,698                    
|Interest-earning deposits                               | 59                       
|Mortgage-related securities                             | 649                      
|                                                        |                          
|TOTAL INTEREST INCOME                                   | 38,664                   
|Interest expense:                                       |                          
|Deposits                                                | 17,381                   
|Borrowings                                              | 4,702                    
|Advance payments by borrowers
for taxes and insurance   | 95                       
|                                                        |                          
|TOTAL INTEREST EXPENSE                                  | 22,178                   
|                                                        |                          
|NET INTEREST INCOME                                     | 16,486                   
|Provision for loan losses                               | 276                      
|NET INTEREST INCOME AFTER                               |                          
|PROVISION FOR LOAN LOSSES                               | 16,210                   
|                                                        |                          
|Non-interest income:                                    |                          
|Fees on serviced loans                                  | 129                      
|Loan fees and service charges                           | 180                      
|Deposit account service charges                         | 1,014                    
|Insurance commissions                                   | 253                      
|Gains on sales of loans                                 | 354                      
|Other                                                   | 1,018                    
|                                                        |                          
|TOTAL NON-INTEREST INCOME                               | 2,948                    
|                                                        |                          
|Non-interest expense:                                   |                          
|Compensation, payroll taxes and
other employee benefits | 5,884                    
|Federal insurance premiums                              | 239                      
|Occupancy                                               | 715                      
|Data processing                                         | 1,231                    
|Furniture and equipment                                 | 298                      
|Telephone and postage                                   | 322                      
|Marketing                                               | 331                      
|Other                                                   | 1,853                    
|                                                        |                          
|TOTAL NON-INTEREST EXPENSE                              | 10,873                   
|                                                        |                          
|INCOME BEFORE INCOME TAXES                              | 8,285                    
|Income taxes                                            | 2,732                    
|                                                        |                          
|NET INCOME                                              | $ 5,553                  
|                                                        |                          
|BASIC NET INCOME PER SHARE                              | $0.64                    
|                                                        |                          
|DILUTED NET INCOME PER SHARE                            | $0.62                    
|                                                        |                          
|CASH DIVIDENDS PAID PER SHARE                           | $0.30                    

5

FIRST NORTHERN CAPITAL CORP.
AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY

|                                             |                |            |               |          |          |        
|-------------------------------------------- | -------------- | ---------- | ------------- | -------- | -------- | -------
|                                             |                |            | Accumulated   |          |          |        
|                                             |                | Additional | Other-        |          |          |        
|                                             | Common         | Paid-In    | Comprehensive | Treasury | Retained |        
|                                             | Stock          | Capital    | Income        | Stock    | Earnings | Total  
|                                             |                |            |               |          |          |        
|                                             |                |            |               |          |          |        
|                                             |                |            |               |          |          |        
|                                             | Stock          |            |               |          |          |        
|                                             |               
|                                             | (In Thousands)
|For the Nine Months
Ended September 30, 1999 |                |            |               |          |         
|                                             |                |            |               |          |          |        
|Balance at January 1, 1999                   | $9,135         | $9,126     | $ 960         | $(3,710) | $60,582  | $76,093
|Comprehensive income:                        |                |            |               |          |          |        
|Net income                                   |                |            |               |          | 5,553    | 5,553  
|Other Comprehensive Income:                  |                |            |               |          |          |        
|Change in net unrealized gains               |                |            |               |          |          |        
|on securities available-for-                 |                |            |               |          |          |        
|sale, net of income taxes                    |                |            | (363)         |          |          | (363)  
|Total comprehensive income                   |                |            |               |          |          | 5,190  
|                                             |                |            |               |          |          |        
|Cash dividends ($.30 per share)              |                |            |               |          | (2,626)  | (2,626)
|Purchase of treasury stock                   |                |            |               | (1,676)  |          | (1,676)
|Exercise of stock options                    | -              | (291)      | -             | 495      | -        | 204    
|                                             |                |            |               |          |          |        
|Balance at September 30, 1999                | $9,135         | $8,835     | $ 597         | $(4,891) | $63,509  | $77,185
|                                             |                |            |               |          |          |        
|                                             |                |            |               |          |          |        
|For the Nine Months
Ended September 30, 1998 |                |            |               |          |         
|                                             |                |            |               |          |          |        
|Balance at January 1, 1998                   | $9,136         | $9,438     | $614          | $(2,316) | $56,945  | $73,817
|Comprehensive income:                        |                |            |               |          |          |        
|Net income                                   |                |            |               |          | 5,133    | 5,133  
|Other Comprehensive Income:                  |                |            |               |          |          |        
|Change in net unrealized gains               |                |            |               |          |          |        
|on securities available-for-                 |                |            |               |          |          |        
|sale, net of income taxes                    |                |            | 155           |          |          | 155    
|Total comprehensive income                   |                |            |               |          |          | 5,288  
|                                             |                |            |               |          |          |        
|Cash dividends ($.27 per share)              |                |            |               |          | (2,401)  | (2,401)
|Retirement of common stock                   | (1)            | (17)       |               |          |          | (18)   
|Purchase of treasury stock                   |                |            |               | (1,912)  |          | (1,912)
|Exercise of stock options                    | -              | (295)      | -             | 939      | -        | 644    
|                                             |                |            |               |          |          |        
|Balance at September 30, 1998                | $9,135         | $ 9,126    | $769          | $(3,289) | $59,677  | $75,418
|                                             |                |            |               |          |          |        
|                                             |                |            |               |          |          |        

See Notes to Unaudited Consolidated Financial Statements.

FIRST NORTHERN CAPITAL CORP.

AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                      | Nine Months Ended
|--------------------------------------------------------------------- | -----------------
|                                                                      | September 30     
|                                                                      | 1999             
|                                                                      | (In Thousands)   
|OPERATING ACTIVITIES:                                                 |                  
|Net income                                                            | $ 5,553          
|Adjustments to reconcile net income
to cash provided                  |                  
|by operating activities:                                              |                  
|Provision for losses on loans                                         | 276              
|Provision for depreciation and
amortization                           | 687              
|Gains on sales of loans                                               | (354)            
|Loans originated for sale                                             | (18,952)         
|Proceeds from loan sales                                              | 21,014           
|Increase in interest receivable                                       | (465)            
|Increase (decrease) in interest
payable                               | (275)            
|Other                                                                 | (1,363)          
|                                                                      |                  
|NET CASH PROVIDED BY OPERATING ACTIVITIES                             | 6,121            
|                                                                      |                  
|INVESTING ACTIVITIES:                                                 |                  
|Proceeds from maturities of investment
securities                     | 9,146            
|Purchases of investment securities                                    | (10,952)         
|Principal repayments of mortgage-related
securities                   | 2,253            
|Purchases of mortgage-related
securities                              | (6,435)          
|Net increase in loans receivable                                      | (77,831)         
|Purchases of office properties
and equipment                          | (686)            
|Purchase of Federal Home Loan
Bank stock                              | (2,500)          
|                                                                      |                  
|NET CASH USED BY INVESTING ACTIVITIES                                 | (87,005)         
|                                                                      |                  
|FINANCING ACTIVITIES:                                                 |                  
|Net increase in deposits                                              | 16,485           
|Net increase (decrease) in short-term
borrowings                      | 35,113           
|Proceeds from long term borrowings                                    | 48,225           
|Repayments of long term borrowings                                    | (23,228)         
|Maturity of security sold under
agreement to repurchase               |                  
|Cash dividend paid                                                    | (2,626)          
|Purchase of treasury stock                                            | (1,676)          
|Retirement of common stock                                            |                  
|Proceeds from exercise of stock
options                               | 204              
|Net increase in advance payments
by borrowers for taxes and insurance | 7,298            
|                                                                      |                  
|NET CASH PROVIDED BY FINANCING ACTIVITIES                             | 79,795           
|                                                                      |                  
|INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                      | (1,089)          
|Cash and cash equivalents at beginning
of period                      | 7,211            
|                                                                      |                  
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                            | $ 6,122          
|                                                                      |                  
|Supplemental Information to the
Statement of Cash Flows:              |                  
|                                                                      |                  
|Interest credited and paid on
deposits                                | $17,105          
|                                                                      |                  
|Interest paid on borrowings                                           | 4,474            
|                                                                      |                  
|Payments for federal and state
income taxes                           | 2,660            
|                                                                      |                  
|Loans transferred to foreclosed
properties and repossessed assets     | 177              

See Notes to Unaudited Consolidated Financial Statements.

FIRST NORTHERN CAPITAL CORP.

AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

General

1. The consolidated financial statements include the accounts of First Northern
Capital Corp. ("First Northern" or the "Company") and its wholly-owned
subsidiary First Northern Savings Bank, S.A. and its subsidiaries (collectively,
the "Savings Bank"): Great Northern Financial Services Corporation ("GNFSC"),
First Northern Investments Incorporated ("FNII"), Keystone Financial Services,
Incorporated ("Keystone") and First Northern Financial Services, Incorporated.
All significant intercompany balances and transactions have been eliminated
according to generally accepted accounting principles. The Savings Bank's
ownership of Savings Financial Corporation ("SFC"), a 50% owned subsidiary,
is accounted for by the equity method.
2. The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information,
Rule 10-01 of Regulation S-X and the instructions to Form 10-Q. The financial
statements do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial information.
In the opinion of First Northern, the accompanying Unaudited Consolidated
Statements of Financial Condition, Unaudited Consolidated Statements of
Income, Unaudited Consolidated Statement of Changes in Stockholders' Equity
and Unaudited Consolidated Statements of Cash Flows contain all adjustments,
which are of a normal recurring nature, necessary to present fairly the
consolidated financial position of the Company and subsidiaries at September
30, 1999 and December 31, 1998, the results of their income for the three
and nine months ended September 30, 1999 and 1998, the changes in stockholders'
equity for the nine months ended September 30, 1999 and 1998, and their
cash flows for the nine months ended September 30, 1999 and 1998. The accompanying
Unaudited Consolidated Financial Statements and related notes should be
read in conjunction with First Northern's 1998 Annual Report on Form 10-K.
Operating results for the three or nine months ended September 30, 1999,
are not necessarily indicative of the results that may be expected for
the year ending December 31, 1999.
3. Securities Available-for-Sale
4. Securities Held-to-Maturity
5. Loans Receivable
6. The weighted average number of shares outstanding, including common stock
equivalents, for the three months ended September 30, 1999 and 1998 were
8,875,123 and 9,050,296 and for the nine months ended September 30, 1999
and 1998, were 8,920,362 and 9,112,521, respectively.
7. Certain amounts in the 1998 financial statements have been reclassified
to conform to the 1999 presentations

Operations.

CAUTIONARY FACTORS

This 10-Q contains various forward-looking statements concerning the
Company's prospects that are based on the current expectations and beliefs
of management. Forward-looking statements may also be made by the Company
from time to time in other reports and documents as well as oral presentations.
When used in written documents or oral statements, the words "anticipate,"
"believe," "estimate," "expect," "objective" and similar expressions are
intended to identify forward-looking statements. The statements contained
herein and such future statements involve or may involve certain assumptions,
risks and uncertainties, many of which are beyond the Company's control,
that could cause the Company's actual results and performance to differ
materially from what is expected. In addition to the assumptions and other
factors referenced specifically in connection with such statements, the
following factors could impact the business and financial prospects of
the Company: general economic conditions; legislative and regulatory initiatives;
monetary and fiscal policies of the federal government; deposit flows;
disintermediation; the cost of funds; general market rates of interest;
interest rates or investment returns on competing investments; demand for
loan products; demand for financial services; changes in accounting policies
or guidelines; unforeseen costs and consequences of the Year 2000 problem;
and changes in the quality or composition of the Savings Bank's and FNII's
loan and investment portfolios.

FINANCIAL CONDITION

BALANCE SHEET

Cash and Cash Equivalents. Cash and cash equivalents decreased
$1.1 million at September 30, 1999, as compared to December 31, 1998, primarily
because the September 30th reporting period did not end on a
Friday. Customers tend to increase deposits to their demand deposit accounts
on a Friday or near a holiday and if the Friday or holiday is the end of
a reporting period, it will increase cash. Any cash that is not immediately
needed to fund loans or operations is invested in overnight interest-earning
deposits or used to repay short-term borrowings.

Securities Available-for-Sale. Investment securities available-for-sale
increased $0.2 million as of September 30, 1999, as compared to December
31, 1998, primarily as the result of the reinvestment of maturing securities
and the interest earnings on securities being reinvested, partially offset
by decreased market value. (See Notes to Unaudited Consolidated Financial
Statements--3. Securities Available-for-Sale)

Mortgage-related securities available-for-sale increased $4.7 million
at September 30, 1999, as compared to December 31, 1998, as a result of
purchases of additional mortgage-related securities.

Securities Held-to-Maturity. Investment securities held-to-maturity
increased $1.3 million primarily as a result of purchases of U.S. Government
and agency securities.

Mortgage-related securities held-to-maturity decreased $0.7 million
as a result of payments on the underlying mortgage loans that are the collateral
for mortgage-related securities.

Loans Held for Sale. At September 30, 1999, First Northern
had $1.4 million of fixed interest rate mortgage and education loans classified
as held for sale as compared to $3.1 million at December 31, 1998. The
decrease in fixed interest rate mortgage loan originations is the primary
reason for the decrease in loans held for sale. First Northern sells most
of its thirty (30) year fixed interest rate mortgage loans and all of its
education loans. The majority of fifteen (15) year and twenty (20) year
fixed interest rate mortgage loan originations are retained in First Northern's
loan portfolio.

Loans Receivable. Loans receivable increased $77.5 million
at September 30, 1999, as compared to December 31, 1998, as a result of:
(i) mortgage loan originations and purchases; (ii) reduced prepayments
or refinancing of mortgage loans; (iii) increased automobile and second
mortgage loan originations; and (iv) the initiation of a commercial lending
program in the second quarter of 1999. Loan originations and purchases
are as follows:

LOAN ORIGINATIONS AND PURCHASES

|                                              | Three Months Ended | Nine Months Ended
|--------------------------------------------- | ------------------ | -----------------
|                                              | September 30       | September 30     
|                                              | 1999               | 1998             
|                                              | (In Thousands)     | (In Thousands)   
|                                              |                    |                  
|Mortgage loans originated and purchased:      |                    |                  
|Construction                                  | $ 10,109           | $13,091          
|Loans on existing property                    | 28,356             | 13,752           
|Refinancing                                   | 9,080              | 27,038           
|Other loans                                   | 809                | 636              
|Total mortgage loans originated               |                    |                  
|and purchased                                 | 48,354             | 54,517           
|                                              |                    |                  
|Consumer loans originated and purchased:      |                    |                  
|Consumer                                      | 3,185              | 2,530            
|Second mortgage                               | 12,897             | 10,050           
|Automobile                                    | 23,260             | 12,307           
|Education                                     | 834                | 829              
|                                              |                    |                  
|Total consumer loans originated and purchased | 40,176             | 25,716           
|Commercial loans                              | 767                | -                
|                                              |                    |                  
|Total loans originated and purchased          | $ 89,297           | $80,233          

Mortgage loan originations and purchases decreased $6.2 million for
the third quarter of 1999 and $13.1 million for the first nine months of
1999, as compared to the same periods in 1998, primarily as the result
of decreased refinancing of existing First Northern mortgage loans. Construction
mortgage loan originations decreased in the third quarter of 1999 as a
result of increasing market interest rates on construction mortgage loans
and the Federal Reserve's comments on rising interest rates. Construction
mortgage loan originations increased for the nine months ended September
30, 1999, primarily as a result of increased construction activity within
First Northern's market. Although total mortgage loan originations decreased
for the third quarter of 1999 and for the first nine months of 1999, the
mortgage loan portfolio outstanding increased $20.7 million (before deductions
for undisbursed loan proceeds, allowance for loan losses and unearned loan
fees) for the third quarter of 1999 and $53.2 million for the first nine
months of 1999. The increased mortgage loan portfolio for both periods
was primarily the result of: (i) increased adjustable interest mortgage
loan originations; (ii) reduced prepayments of principal on outstanding
loans; and (iii) reduced refinancing of existing mortgage loans, all of
which, we believe, is attributable to the increase in interest rates on
fixed interest rate mortgage loans.

First Northern added commercial banking services to its existing product
lines in the second quarter of 1999. To manage the commercial banking department,
First Northern hired a commercial loan manager with 20 years of commercial
banking experience. At September 30, 1999, First Northern's commercial
loan portfolio outstanding was at $3.3 million and management anticipates
that this segment of its loan portfolio will continue to increase. Management
believes commercial banking will assist First Northern to further increase
its interest earning asset growth and to assist in its interest rate spread
management.

Consumer loan originations and purchases increased $14.5 million in
the third quarter of 1999 and $27.4 million for the first nine months of
1999 as compared to the same periods in 1998, primarily as the result of
the increase in second mortgage loan originations and indirect automobile
originations from SFC. Second mortgage originations have increased as a
result of: (i) management's emphasis; (ii) increased marketing; and (iii)
the use of an introductory interest rate for a line-of-credit product secured
by a second mortgage. SFC increased its automobile originations by continued
personalized service and competitive interest rates.

LOAN SALES

|                 | Three Months Ended | Nine Months Ended
|---------------- | ------------------ | -----------------
|                 | September 30       | September 30     
|                 | 1999               | 1998             
|                 | (In Thousands)     | (In Thousands)   
|                 |                    |                  
|Mortgage Loans   | $2,280             | $11,211          
|Education Loans  | 2                  | 25               
|                 |                    |                  
|Total Loans Sold | $2,282             | $11,236          
|                 |                    |                  

Loans sold in the third quarter of 1999 and in the nine months ended
September 30, 1999, as compared to the same periods in 1998, decreased
as a result of the reduction in 30 year fixed interest rate mortgage loan
originations. First Northern retains all adjustable interest rate mortgage
loan originations in its portfolio; retains the majority of 15 and 20 year
fixed interest rate mortgage loans; and sells most 30 year fixed interest
rate mortgage loans in the secondary market. First Northern is contractually
committed to sell its current education loan portfolio as well as, future
originations.

Office Properties and Equipment. First Northern entered
into an operating lease for approximately 14,000 square feet of office
space in the third quarter of 1999. This office space centralized the loan
servicing, origination processing, information systems, marketing and customer
support services departments of the Savings Bank. The additional leased
space is needed to accommodate growth in these areas. Total annual cost
of this office space and its associated equipment is approximately $152,000
(after-tax).

Federal Home Loan Bank Stock. Stock in the Federal Home
Loan Bank ("FHLB") increased $2.5 million to $7.75 million at September
30, 1999, as compared to $5.25 million at December 31, 1999. This increase
in FHLB stock is the result of increased borrowings outstanding from the
FHLB of Chicago. The FHLB requires member institutions to purchase one
share of FHLB stock for every $20,000 of FHLB borrowings. The FHLB borrowings
are secured by First Northern's 1-4 family residential mortgage loans.

Life Insurance Policies. Life insurance policies or bank
owned life insurance ("BOLI") increased $0.7 million in the first nine
months of 1999 as a result of the increased value of the policies. BOLI
is long-term life insurance on the lives of certain current and past Savings
Bank employees where the insurance policy benefits and ownership are retained
by the Savings Bank. The cash value accumulation on BOLI is permanently
tax deferred if the policy is held to the participant's death. Management
believes this an effective method to help offset a portion of future employee
benefit costs.

Deposits. Deposits increased $16.2 million for the first
nine months of 1999 as a result of offering competitive interest rates
and the acquisition of "jumbo" (certificates of deposit in excess of $100,000)
deposits. Jumbo deposits consist of wholesale, retail and municipal deposits
which at times, are a cheaper source of funds than retail deposits or borrowing.
First Northern's total jumbo deposits were $50.2 million at September 30,
1999.

Borrowings. FHLB borrowings increased $60.1 million in
the first nine months of 1999, primarily to fund purchases of investment
securities and the growth of the loan portfolio. First Northern will borrow
monies if borrowing is a less costly form of funding for loans and investments
than the cost of acquiring deposits. First Northern anticipates that it
will continue to utilize borrowings in 1999 if borrowings incrementally
add to the overall profitability of the Company.

Advance Payments by Borrowers for Taxes and Insurance.
Advance payments by borrowers for taxes and insurance ("escrow") increased
$7.3 million at September 30, 1999, as compared to December 31, 1998. The
increase in escrow dollars was the result of the increased number of loans
with escrow accounts, and payments received for First Northern's customers
escrow accounts.

Stockholders' Equity. First Northern paid a cash dividend
of $0.10 per share on August 13, 1999, to stockholders of record on July
29, 1999. The increase of $0.01 per share represents an 11.1% increase
over the third quarter of 1998 cash dividend of $0.09 per share.

On March 20, 1998, First Northern approved a third stock repurchase
program to repurchase up to 446,101 shares (5% of total shares then outstanding)
in the open market. These repurchased shares will be used to satisfy exercises
of stock options. On March 19, 1999, the third stock repurchase program
was extended to March 20, 2000, or until the authorized number of shares
or dollar amount is used. At September 30, 1999, 339,200 shares had been
purchased or committed to be purchased at an average price of $12.18 per
share.

ASSET QUALITY

First Northern currently classifies any loan on which a payment is 90
days or more past due as non-performing. The following table summarizes
non-performing loans and assets:

|                                   | NON-PERFORMING LOANS AND ASSETS
|---------------------------------- | -------------------------------
|                                   | At September 30                
|                                   | 1999                           
|                                   | (Dollars in Thousands)         
|Non-accrual mortgage loans         | $633                           
|Non-accrual consumer loans         | 106                            
|                                   |                                
|Total non-performing loans         | 739                            
|Properties subject to foreclosure  |                                
|Foreclosed properties and          |                                
|repossessed assets                 | 55                             
|                                   |                                
|Total non-performing assets        | $794                           
|                                   |                                
|Non-performing loans as a percent  |                                
|of total loans                     | 0.10%                          
|                                   |                                
|Non-performing assets as a percent |                                
|of total assets                    | 0.10%                          
|                                   |                                

Total non-performing loans increased as of September 30, 1999, as compared
to December 31, 1998, primarily as a result of an increase in non-performing
mortgage loans. Management believes non-performing loans and assets, expressed
as a percentage of total loans and assets, are far below state and national
averages for financial institutions. There are no material accruing loans
which, at September 30, 1999, management has reason to believe will become
non-performing or result in potential losses.

In addition, management believes that First Northern's allowance for
loan losses are adequate. While management uses available information to
recognize losses on loans and real estate owned, future additions to the
allowances may be necessary based on changes in economic conditions. Furthermore,
various regulatory agencies, as an integral part of their examination process,
periodically review First Northern's allowances for losses on loans and
real estate owned. Such agencies may require First Northern to recognize
additions to the allowances based on the agencies' judgement of information
available to them at the time of their examination.

All of First Northern's loans are domestic, meaning the loans are secured
by real estate or other collateral located in the continental United States.

A summary of the allowance for losses is shown below.

|                                                    | LOAN LOSS ALLOWANCE   
|--------------------------------------------------- | ----------------------
|                                                    | At and for the        
|                                                    | Nine Months Ended     
|                                                    | September 30, 1999    
|                                                    | (Dollars in Thousands)
|Mortgage Loans:                                     |                       
|Balance at the beginning of the period              | $1,813                
|Provisions for the period                           | 144                   
|Charge-offs:                                        |                       
|One-to-four family residential                      |                       
|Recoveries:                                         |                       
|One to four family residential                      | -                     
|Net recoveries                                      | -                     
|                                                    |                       
|Balance at the end of the period                    | 1,957                 
|                                                    |                       
|Consumer Loans:                                     |                       
|Balance at the beginning of the period              | 1,718                 
|Provisions for the period                           | 38                    
|Charge-offs:                                        |                       
|Consumer                                            | (63)                  
|Automobile                                          | (33)                  
|Total charge-offs                                   | (96)                  
|Recoveries:                                         |                       
|Consumer                                            | 9                     
|Automobile                                          | 14                    
|Total recoveries                                    | 23                    
|Net charge-offs                                     | (73)                  
|                                                    |                       
|Balance at the end of the period                    | 1,683                 
|                                                    |                       
|Commercial Loans                                    |                       
|Balance at the beginning of the period              |                       
|Provisions for the period                           | 94                    
|Balance at the end of the period                    | 94                    
|                                                    |                       
|Total loan loss allowances at the end of the
period | $3,734                
|                                                    |                       
|Allowance as a percent of total loans               | 0.53%                 
|                                                    |                       
|Allowance as a percent of non-performing loans      | 505.28%               
|                                                    |                       
|Allowance as a percent of total assets              | 0.46%                 
|                                                    |                       
|Allowance as a percent of non-performing assets     | 470.28%               

IMPACT OF YEAR 2000

Historically, computer programs generally abbreviated dates by eliminating
the century digits of the year. Many resources, such as software, hardware,
telephones, voicemail, heating, ventilating and air conditioning, alarms,
etc. ("systems") are affected. These systems were designed to assume a
century value of "19" to save memory and disk space within their programs.
In addition, many Systems use a value of "99" in a year or "99/99/99" in
a date to indicate "no date" or "any date" or even a default expiration
date. On September 9, 1999 ("9-9-99"), First Northern did not experience
any problems with its systems.

As the Year 2000 approaches, this abbreviated date mechanism within
Systems could disrupt operations at nearly every business, including First
Northern, which relies heavily on computer systems for account and other
record keeping functions. If the millennium issue were ignored, system
failures or miscalculations could occur, causing disruptions of operations,
including among other things, a temporary inability to process transactions
or engage in similar normal business activities. First Northern out-sources
a majority of its mission critical computer functions to Fiserv, Inc. ("Fiserv"),
a Brookfield, Wisconsin based financial service bureau. Because Year 2000
problems could affect Fiserv, and hence the Savings Bank through its relationship
with Fiserv, the Savings Bank has been engaged in ongoing discussions and
tests with Fiserv concerning potential Year 2000 problems. These discussions
and tests have kept the Savings Bank abreast of Fiserv's progress in anticipating
and avoiding Year 2000 problems that could affect First Northern's operations.
At September 30, 1999, Fiserv has advised First Northern that it has fully
tested and renovated its systems for Year 2000 issues. Client testing,
in which First Northern participated on October 11, 1998 and February 7,
1999, revealed no unresolved issues.

Due to the interdependence of First Northern's systems with other third
party systems, there are risks of specific service outages if these parties
do not sufficiently secure their systems from Year 2000 issues. First Northern
is corresponding with these vendors (besides Fiserv) regarding the Year
2000 status of their systems. In addition to internal testing, where possible,
coordinated Year 2000 testing has and will continue to take place with
the third party service providers that have systems interfaced with First
Northern's systems. These third parties include, but are not limited to,
telephone/data service providers, public utilities, the Federal Reserve
Bank of Chicago, credit bureaus, credit card servicers, ATM networks, etc.

First Northern determined that it was required to modify or replace
certain portions of its software and hardware so that its Systems will
function properly with respect to dates on or after September 9th,
1999 ("9/9/99"). It is currently anticipated that these modifications and
replacements will not exceed a total of $170,000 (pre-tax). At the end
of September 1999, approximately $145,000 (pre-tax) has been spent on new
equipment, software and miscellaneous expenses for Year 2000. In addition,
First Northern anticipates lost opportunity costs will be incurred in the
fourth quarter of 1999 as a result of increased availability of cash for
year-end 1999. First Northern does not separately track the internal costs
such as payroll for its information systems staff incurred for the Year
2000 project. First Northern presently believes that with these modifications
and replacements, Year 2000 issues will not pose significant operational
problems for its systems. However, if such modifications and replacements
are not made, or are not completed in a timely manner, the Year 2000 could
have an adverse impact on the operations of First Northern.

First Northern has currently completed the inventory, assessment and
analysis, and renovation phases of its Year 2000 project. The testing and
contingency planning phases for critical systems were primarily completed
by the end of the first quarter of 1999. At September 30, 1999, the overall
testing phase (including non-critical systems) is approximately 98% completed
and the overall contingency planning phase (including non-critical systems)
is approximately 97% completed.

Contingency Planning (developing backup procedures to be used in the
event of unforeseen problems) is primarily focused on critical systems.
This planning not only addresses systems issues, but also operational issues
such as the cash needs of our customers.

|Year 2000 Initiative                                               
|-------------------------------------------------------------------
|                                                                   
|                                                                   
|Inventory and Assessment (list all systems affected
by Y2K)        
|Analysis (Document systems status for Y2K compliance)              
|Renovation (upgrade non-compliant systems to
be Y2K ready)         
|Testing (Simulate operations with
dates advanced beyond 01-10-2000)
|Contingency Planning (Develop backup
plans for critical systems)   

Overall, First Northern estimates that 99% of the Year 2000 project
has been completed as of September 30, 1999.

First Northern has used internal resources to reprogram, upgrade or
replace and test its internal Systems. Internal resources have also been
used to address Savings Financial Corporation ("SFC") systems, a partially
owned subsidiary operating in Hales Corners, Wisconsin.

Even though internal resources are being used to prepare for Year 2000
causing some other projects to be delayed, First Northern believes there
are benefits to operations through the renovations that have taken place.

The costs of the project and the date on which the Company believes
it will complete the Year 2000 modifications are based on management's
best estimates, which were derived by using numerous assumptions of future
events, including the continued availability of certain resources, third
party modification plans and other factors. However, there can be no guarantee
that these estimates will be achieved and actual results could differ from
those anticipated.

RESULTS OF OPERATIONS

AVERAGE BALANCE SHEET AND YIELD/RATE ANALYSIS

The following table presents, for the periods indicated, the total dollar
amount of interest income from average interest-earning assets, the resultant
yields, and the interest expense on average interest-bearing liabilities,
expressed both in dollars and rates. No tax equivalent adjustments were
made since First Northern's investment portfolio does not contain tax-exempt
securities. Average balances are derived from average daily balances. The
yields and rates are established by dividing income or expense dollars
by the average balance of the asset or liability. The yields and rates
for the nine months ended September 30, 1999 and 1998, have been annualized.

|                                     | Nine Months Ended September 30
|------------------------------------ | ------------------------------
|                                     | 1999                          
|                                     |                               
|                                     | Average                       
|                                     | Balance                       
|                                     | (Dollars in Thousands)        
|Interest-earning assets (1):         |                               
|Mortgage loans                       | $492,100                      
|Consumer loans                       | 169,525                       
|Commercial loans                     | 2,939                         
|Investment securities (2)            | 38,039                        
|Interest-earning deposits            | 1,735                         
|Mortgage-related securities (2)      | 14,250                        
|                                     |                               
|TOTAL                                | 718,588                       
|                                     |                               
|Interest-bearing liabilities:        |                               
|Passbook accounts                    | 70,275                        
|NOW and variable rate insured        |                               
|money market accounts                | 131,582                       
|Time deposits                        | 346,123                       
|Advance payments by borrowers        |                               
|for taxes and insurance              | 5,411                         
|Borrowings                           | 112,953                       
|                                     |                               
|TOTAL                                | 666,344                       
|                                     |                               
|Net interest-earning assets balance  |                               
|and interest rate spread             | $ 52,244                      
|                                     |                               
|Average interest-earning assets,
net |                               
|interest income and net yield
on     |                               
|average interest-earning assets      | $718,588                      
|                                     |                               
|Average interest-earning assets
to   |                               
|interest-bearing liabilities         | 107.8%                        

----------------------------

1. For the purpose of these computations, non-accruing loans are included
in the average loan amounts outstanding.
2. For the purpose of these computations, the available-for-sale investment
securities and mortgage-related securities are presented and yields calculated
based upon the historical cost basis.

|                                     | Year Ended December 31
|------------------------------------ | ----------------------
|                                     | 1998                  
|                                     |                       
|                                     | Average               
|                                     | Balance               
|                                     | (Dollars in Thousands)
|Interest-earning assets (1):         |                       
|Mortgage loans                       | $456,977              
|Consumer loans                       | 160,706               
|Commercial loans                     |                       
|Investment securities (2)            | 34,828                
|Interest-earning deposits            | 2,623                 
|Mortgage-related securities (2)      | 9,996                 
|                                     |                       
|TOTAL                                | 655,130               
|                                     |                       
|Interest-bearing liabilities:        |                       
|Passbook accounts                    | 63,643                
|NOW and variable rate insured        |                       
|money market accounts                | 117,944               
|Time deposits                        | 327,674               
|Advance payments by borrowers        |                       
|for taxes and insurance              | 6,680                 
|Borrowings                           | 95,890                
|                                     |                       
|TOTAL                                | 611,831               
|                                     |                       
|Net interest-earning assets balance  |                       
|and interest rate spread             | $ 53,299              
|                                     |                       
|Average interest-earning assets, net |                       
|interest income and net yield on     |                       
|average interest-earning assets      | $665,130              
|                                     |                       
|Average interest-earning assets to   |                       
|interest-bearing liabilities         | 108.7%                

----------------------------

1. For the purpose of these computations, non-accruing loans are included
in the average loan amounts outstanding.
2. For the purpose of these computations, the available-for-sale investment
securities and mortgage-related securities are presented and yields calculated
based upon the historical cost basis.

RATE VOLUME ANALYSIS OF NET INTEREST INCOME

The interaction of changes in volume and rates earned or paid with regard
to interest-earning assets and interest-bearing liabilities has a significant
impact on net income between periods. The volume of interest-earning dollars
in loans and investments compared to the volume of interest-bearing dollars
in deposits and borrowings combined with the interest rate spread produces
the changes in net interest income between periods.

The following table sets forth the relative contribution of changes
in volume and effective interest rates on changes in net interest income
for the periods indicated.

|                                  | Nine Month Ended September 30
|--------------------------------- | -----------------------------
|                                  | 1999 vs 1998                 
|                                  | Increase(decrease) due to:   
|                                  |                              
|                                  | Rate                         
|                                  | (In Thousands)               
|Interest-earning assets:          |                              
|Mortgage loans                    | $ (1,115)                    
|Consumer loans                    | (397)                        
|Commercial loans                  |                              
|Investments securities            | (61)                         
|Interest-earning deposits         | (14)                         
|Mortgage-related securities       | (14)                         
|                                  |                              
|TOTAL                             | $(1,601)                     
|                                  |                              
|Interest-bearing liabilities:     |                              
|Passbook accounts                 | $ (95)                       
|NOW and variable rate             |                              
|insured money market accounts     | (157)                        
|Time deposits                     | (896)                        
|Advance payments by borrowers     |                              
|for taxes and insurance           | 1                            
|Borrowings                        | (222)                        
|                                  |                              
|TOTAL                             | $ (1,369)                    
|                                  |                              
|Net change in net interest income |                              

|                                  | Year Ended December 31    
|--------------------------------- | --------------------------
|                                  | 1998 vs 1997              
|                                  | Increase(decrease) due to:
|                                  |                           
|                                  | Rate                      
|                                  | (In Thousands)            
|Interest-earning assets:          |                           
|Mortgage loans                    | $(171)                    
|Consumer loans                    | (253)                     
|Commercial loans                  |                           
|Investments securities            | (55)                      
|Interest-earning deposits         | (2)                       
|Mortgage-related securities       | (16)                      
|                                  |                           
|TOTAL                             | $(497)                    
|                                  |                           
|Interest-bearing liabilities:     |                           
|Passbook accounts                 | $(36)                     
|NOW and variable rate             |                           
|insured money market accounts     | 63                        
|Time deposits                     | 215                       
|Advance payments by borrowers     |                           
|for taxes and insurance           | 5                         
|Borrowings                        | (99)                      
|                                  |                           
|TOTAL                             | $148                      
|                                  |                           
|Net change in net interest income |                           

STATEMENTS OF INCOME

General. Net income increased 6.4% and 8.2% for the third
quarter of 1999 and the first nine months of 1999 respectively, as compared
to the same periods in 1998. This increase was primarily the result of
increased interest-earning assets outstanding and a decrease in the Company's
effective income tax rate.

Interest Income. Interest income on loans increased $755,000
for the third quarter of 1999 and $1,407,000 for the first nine months
of 1999, as compared to the same periods in 1998 as a result of the increased
dollar amount of mortgage, consumer and commercial loans outstanding. The
average mortgage loans outstanding for the nine months ended September
30, 1998, increased 9.2% as compared to the same period in 1998 and average
consumer loans outstanding increased 5.8%. Commercial loans, which were
introduced to First Northern customers in the second quarter of 1999, had
a balance outstanding as of September 30, 1999 of $3.3 million. Mortgage
loan yields have decreased during the third quarter of 1999 and for the
nine months ended September 30, 1999 as compared to the third quarter of
1998 and the first nine months of 1998 as a result of interest rates on
new mortgage loan origination being less than the yield on the existing
mortgage loan portfolio. See Financial Condition -- Balance Sheet--Loans
Receivable.

Consumer loan yields also decreased during the third quarter of 1999
and the first nine months of 1999 as compared to the same periods in 1998
as a result of interest rates on originations and purchases being below
the portfolio average interest rate.

Interest income on investment securities increased $13,000 and $116,000
for the third quarter of 1999 and for the nine months ended September 30,
1999 respectfully, as a result of the increase of $4.0 million in average
investment securities outstanding. First Northern purchases investment
securities when it incrementally adds to the overall profitability of the
Company and to aid in its interest rate risk management. The average interest
rates on investment securities decreased as a result of scheduled investment
maturities, the call of certain securities and the proceeds being reinvested
at interest rates below the portfolio average interest rate.

Interest income on interest-earning deposits decreased in the third
quarter of 1999 and for the nine months ended September 30, 1999, as a
result of the decrease in the average interest rate earned on short-term
and overnight deposits and a decrease in average dollars outstanding.

Interest income on mortgage-related securities increased $109,000 for
the three months ended September 30, 1999, and $177,000 for the nine months
ended September 30, 1999, as a result of increased mortgage-related securities
outstanding.

Interest Expense. Interest expense on deposits decreased
$79,000 in the third quarter of 1999 as a result of the reduced cost of
deposits and increased $147,000 in the first nine months of 1999 as a result
of increased deposits outstanding. First Northern has utilized various
time deposit terms and "special" interest rates on various time deposit
terms to attract new deposits. In addition, the Savings Bank has acquired
jumbo deposits to aid its deposit growth (See Financial Condition - Balance
Sheet - Deposits). The average cost of deposits decreased as a result of
overall market interest rates being less than the interest rates on maturing
deposits and new deposits being at an interest rate below the average cost
of the deposit portfolio.

Interest expense on borrowings increased $481,000 in the third quarter
of 1999 and $374,000 for the nine months ended September 30, 1999, as compared
to the same periods in 1998. The increase in borrowing expense was the
result of increased average borrowings outstanding. First Northern's growth
in interest-earning assets outpaced the growth in deposits necessitating
an increase in borrowings.

First Northern anticipates it will continue to emphasize growth in interest-earning
assets and will fund a portion of this growth with borrowings if it incrementally
adds to the profitability of the Company. First Northern primarily borrows
from the Federal Home Loan Bank of Chicago and staggers the borrowings'
maturities from overnight to 9 years.

Provision for Loan Losses. First Northern increased its
general loan loss allowances in the third quarter of 1999 and the first
nine months of 1999 as a result of changes within the composition of the
loan portfolio and growth in the loan portfolio. The loan loss allowance
as of September 30, 1999, was $3,734,000 or .53% of total loans and 505.28%
of non-performing loans.

Management believes that the current loan loss allowance is adequate;
however, the adequacy of the loan loss allowance is reviewed as historical
loan loss experience changes, the size and composition of the loan portfolio
changes, changes occur in the general economy and as may otherwise be deemed
necessary.

Non-Interest Income. Fees on serviced loans for the third
quarter of 1999 and the first nine months of 1999 decreased primarily as
a result of the amortization of the mortgage servicing asset in accordance
with generally accepted accounting principles. As the principal of a mortgage
loan which was sold (with servicing retained), repays or prepays, the mortgage
servicing asset is reduced and netted from fees on serviced loans, thereby
reducing the income on the serviced loans. First Northern's mortgage loan
servicing asset at September 30, 1999 was $650,000.

Loan fees and service charges decreased in the third quarter of 1999
and for the nine months ended September 30, 1999, primarily as the result
of decreased loan origination fees on mortgage loans and decreased late
charges on automobiles loans.

Deposit account service charges increased $19,000 in the third quarter
of 1999 and $56,000 in the first nine months of 1999 as compared to the
same periods in 1998 primarily as a result of debit card fee income and
income from the sale of checks to checking customers. Each time First Northern's
debit card is used, a fee, which varies with each merchant, is paid to
the Savings Bank by the debit card company. The Savings Bank promotes the
use of its debit card by direct mail.

Insurance commissions increased $31,000 in the third quarter of 1999
and $23,000 for the first nine months of 1999. The increases were the result
of First Northern receiving insurance bonuses after achieving predetermined
thresholds. If First Northern obtains a predetermined threshold of insurance
sales and insurance losses are below another threshold, insurance bonuses
are earned. In 1998, First Northern insurance losses exceeded the threshold
and the level of insurance bonuses were reduced.

Gains on sales of loans decreased substantially in the third quarter
of 1999 and for the nine months ended September 30, 1999, as compared to
the same periods in 1998, as a result of reduced loan sales. Loan sales
decreased as a result of reduced 30 year fixed interest rate mortgage loan
originations, which First Northern sells in the secondary market. (See
Financial Condition -- Balance Sheet -- Loans Receivable.)

Other non-interest income increased $69,000 in the third quarter of
1999 and $97,000 in the first nine months of 1999 primarily as a result
of BOLI and interest on officers' life insurance.

Non-Interest Expense. Compensation expense increased $174,000
in the third quarter of 1999 and $321,000 in the first nine months of 1999
as a result of increased salaries, education and training costs, and employee
benefit costs.

Occupancy expense increased $55,000 in the third quarter of 1999 and
$57,000 for the first nine months of 1999 as a result of the Savings Bank's
rental of approximately 14,000 square feet of additional office space in
downtown Green Bay. This office space rental began in the third quarter
of 1999. (See Financial Condition--Balance Sheet--Office Properties and
Equipment)

Data processing expense increased $80,000 in the three months ended
September 30, 1999 and $135,000 in the first nine months of 1999 as a result
of: (i) a third quarter write-off of PC computers that were upgraded to
accommodate new teller based software, (ii) increased service bureau expense;
(iii) depreciation of the PC based teller system; and (iv) the cost of
data processing supplies.

Furniture and equipment expense decreased $21,000 in the third quarter
of 1999 and $49,000 in the first nine months of 1999 primarily as a result
of a decrease in the cost of furniture and equipment service contracts
and depreciation expense. Service contract expense decreased as a result
of placing furniture and equipment under an insurance service agreement
thereby eliminating individual service contracts.

Marketing expense increased $17,000 for the three months ended September
30, 1999 and decreased $6,000 for the nine months ended September 30, 1999.
The third quarter increase was the result of increased marketing of loan
and deposit products. The decrease for the nine months ended September
30, 1999, is primarily the result of the timing of marketing expenses.
It is anticipated that marketing expense will increase in the fourth quarter
of 1999 as compared to the third quarter of 1999.

Other expenses decreased $2,000 in the third quarter of 1999 and increased
$121,000 in the first nine months of 1999. The increase in the first nine
months of 1999 was primarily the result of increased costs associated with
the operations of SFC, professional fees, debit card costs and the reversal
by PECFA (the Petroleum Environmental Cleanup Fund) of a reimbursement,
in the amount of $53,700, for environmental clean-up costs of a lot at
a subdivision owned by GNFSC.

Income Taxes. The effective income tax rate for the third
quarter of 1999 was 32.1% as compared to 34.2% for the third quarter of
1998 and 33.0% for the nine months ended September 30, 1999, as compared
to 34.7% for the same period in 1998. The decrease in the effective income
tax rate was the result of the purchase of BOLI and an increase in the
earnings of FNII, which is not subject to state income taxes. Since First
Northern intends to hold the life insurance policies until the participants'
death, BOLI interest income is not taxable. In addition, First Northern
moved its indirect automobile loan portfolio to FNII at the beginning of
the second quarter of 1998, which has reduced state franchise taxes. In
March 1999, First Northern moved approximately $56.3 million in mortgage
loan participations to FNII to further reduce its state franchise tax.

RECENT DEVELOPMENTS

Legislation. The financial modernization bill under consideration
by Congress could significantly alter the environment in which First Northern
and the Savings Bank operate. In its current form, the financial modernization
bill will tear down the former artificial statutory barriers between financial
institutions, insurance companies, and investment firms and thereby increase
competition among such entities. In addition, the financial modernization
bill will prevent the sale of unitary thrift holding companies, such as
First Northern, to commercial companies. Finally, the financial modernization
bill will place additional obligations on First Northern and the Savings
Bank in the areas of customer privacy, CRA-related agreements, and the
operation of ATMs.

LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY

Historically, federal regulations have required the Savings Bank to
maintain a minimum percentage of liquid assets to net withdrawable accounts
plus short-term borrowings. The required percentage (liquidity ratio) has
varied from time to time based upon economic conditions and deposit flows.
The liquidity ratio is set by the Office of Thrift Supervision ("OTS")
and it is currently 4% of average of net withdrawable accounts plus short-term
borrowings payable on demand or in one year or less during the current
calendar quarter. In general, liquid assets, for the purposes of calculating
the liquidity ratio, include cash, certain time deposits, and U.S. government
and agency obligations. The Savings Bank has historically maintained a
liquidity ratio that exceeds the OTS requirement. The Savings Bank's quarterly
average liquidity ratio at September 30, 1999, was 5.47%. At December 31,
1998, when the Savings Bank calculated its liquidity according to the regulation
then in effect, its monthly average liquidity ratio was 5.49%. The slight
decrease in the liquidity ratio at September 30, 1999, is mainly attributable
to the growth in the loan portfolio. The Savings Bank believes that its
maintenance of excess liquidity, above the 4% federally required liquidity
ratio, is an appropriate strategy to aid in proper asset/liability management.

Liquidity management is both a daily and long-term responsibility of
management. The Savings Bank adjusts its investments in liquid assets based
upon management's assessment of: (i) expected loan demand; (ii) expected
deposit flows; (iii) yields available on interest-earning deposits; and
(iv) the objectives of its asset/liability management program. Excess liquidity
is invested generally in interest-earning overnight deposits and other
short-term government and agency obligations. When the Savings Bank requires
funds beyond its ability to generate them internally, it can borrow funds
from the FHLB of Chicago or other sources. The FHLB of Chicago limits advances
to member institutions to an aggregate amount not to exceed 35% of the
member institution's total assets. Wisconsin law permits First Northern,
without the prior written approval of the Wisconsin Department of Financial
Institutions --- Division of Savings Institutions, to borrow an aggregate
amount not to exceed 50% of its total assets.

CAPITAL RESOURCES AND REGULATORY INFORMATION

First Northern's net worth to total assets ratio at September 30, 1999,
for State of Wisconsin regulatory requirements was 9.46% or 3.46% over
the Wisconsin minimum legal requirement of 6.00% of total assets established
by the Division of Savings Institutions of the Department of Financial
Institutions, which regulates First Northern. The OTS capital rules require
savings associations to meet three separate capital standards: (i) Tangible
capital equal to 1.5% of adjusted total assets; (ii) Core capital equal
to 3% of adjusted total assets; and (iii) Risk-based capital equal to 8.0%
of the value of risk weighted assets.

As of September 30, 1999, the most recent notification from the OTS
categorized the Savings Bank as well capitalized under the regulatory framework
from prompt corrective action. To be categorized as well capitalized the
Savings Bank must maintain minimum tangible, core and risk based ratios
as set forth in the following table. As a state-charted savings institution,
the Savings Bank is also subject to a minimum capital requirement of the
State of Wisconsin. Management believes that, at September 30, 1999, the
Savings Bank exceeded all capital adequacy requirements to which it is
subject. There are no conditions or events since that notification that
management believes have changed the Savings Bank's categorization as well
capitalized.

The Savings Bank's required and actual capital amounts and ratios are
presented in the following table.

|                           |                        |                   |                   |       | To Be Well
|-------------------------- | ---------------------- | ----------------- | ----------------- | ----- | ----------
|                           |                        | Minimum Required  | Capitalized Under
|                           |                        | For Capital       | Prompt Corrective
|                           | Actual                 | Adequacy Purposes | Action Provisions
|                           | Amount                 | Ratio             | Amount            | Ratio | Amount    
|                           | (Dollars in Thousands)
|As of September 30, 1999:  |                        |                   |                   |       |           
|Tangible Capital           | $71,519                | 8.90%             | $12,059           | 1.50% | $40,196   
|(to Tangible Assets)       |                        |                   |                   |       |           
|Core Capital               | 71,519                 | 8.90%             | 32,157            | 4.00% | 48,235    
|(to Tangible Assets)       |                        |                   |                   |       |           
|Risk-Based Capital         | 75,253                 | 14.27%            | 42,194            | 8.00% | 52,743    
|(to Risk-Weighted Assets)  |                        |                   |                   |       |           
|State of Wisconsin Capital | 76,202                 | 9.46%             | 48,325            | 6.00% | N/A       
|(to Total Assets)          |                        |                   |                   |       |           
|                           |                        |                   |                   |       |           
|As of December 31, 1998:   |                        |                   |                   |       |           
|Tangible Capital           | $68,524                | 9.55%             | $10,761           | 1.50% | $35,872   
|(to Tangible Assets)       |                        |                   |                   |       |           
|Core Capital               | 68,524                 | 9.55%             | 28,697            | 4.00% | 43,046    
|(to Tangible Assets)       |                        |                   |                   |       |           
|Risk-Based Capital         | 72,054                 | 15.74%            | 36,620            | 8.00% | 45,775    
|(to Risk-Weighted Assets)  |                        |                   |                   |       |           
|State of Wisconsin Capital | 73,413                 | 10.20%            | 43,181            | 6.00% | N/A       
|(to Total Assets)          |                        |                   |                   |       |           

Item 3. Quantitative and Qualitative Disclosures about Market
Risk.



Item 6. Exhibits and Reports on Form 8-K.

1. Exhibits:
2. Reports on Form 8-K:



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

FIRST NORTHERN CAPITAL CORP. (Registrant)




---

---

Date: November 12, 1999 /s/Rick B. Colberg

Rick B. Colberg

Vice President and Chief Financial Officer

(Mr. Colberg is also duly authorized to

sign on behalf of registrant)

FIRST NORTHERN CAPITAL CORP

(the "Registrant")

Commission File No. 0-27982

* * * *

EXHIBIT INDEX

TO

THIRD QUARTER 1999 REPORT ON FORM 10-Q



|Exhibit |                                    | Incorporated Herein | Filed or Submitted
|------- | ---------------------------------- | ------------------- | ------------------
|Number  | Description                        | By Reference To     | Herewith          
|        |                                    |                     |                   
|11.1    | Statement regarding computation    |                     |                   
|        | of per share earnings              |                     | X                 
|        |                                    |                     |                   
|27.1    | Financial Data Schedule, which is  |                     |                   
|        | Submitted electronically to the    |                     |                   
|        | Securities and Exchange Commission |                     |                   
|        | for information only and not filed |                     | X                 

<page>

Exhibit 11.1




First Northern Capital Corp.

Computation of Net Income Per Common Share

|                                   | Three Months Ended |            | Nine Months Ended
|---------------------------------- | ------------------ | ---------- | -----------------
|                                   | September 30       |            | September 30     
|                                   | 1999               | 1998       |                  
|BASIC:                             |                    |            |                  
|Weighted average common shares     |                    |            |                  
|outstanding during each period     | 8,690,991          | 8,822,095  |                  
|                                   |                    |            |                  
|DILUTED:                           |                    |            |                  
|Weighted average common shares     |                    |            |                  
|outstanding during each period     | 8,690,991          | 8,822,095  |                  
|Incremental shares relating to:    |                    |            |                  
|dilutive stock options outstanding |                    |            |                  
|at end of each period (1)          | 184,132            | 228,201    |                  
|                                   |                    |            |                  
|                                   | 8,875,123          | 9,050,296  |                  
|                                   |                    |            |                  
|NET INCOME FOR EACH PERIOD         | $1,887,209         | $1,773,740 |                  
|                                   |                    |            |                  
|                                   |                    |            |                  
|PER COMMON SHARE AMOUNTS:          |                    |            |                  
|Basic net income                   | $0.22              | $0.20      |                  
|                                   |                    |            |                  
|Diluted net income                 | $0.21              | $0.20      |                  

--------------------------------------------------

Notes:

(1) Based on treasury stock method using average market price.