SECURITIES AND EXCHANGE COMMISSION

                         WASHINGTON, D.C.  20549

                                 Form 10-Q

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

             For the quarterly period ended June 30, 2000

                                  OR
   /x/ 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 8,350,808 shares, at July 31, 2000.


<PAGE>

                                      INDEX

                       PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements                              Page No.

        Unaudited Consolidated Statements of Financial
        Condition as of June 30, 2000
        and December 31, 1999                                 3

        Unaudited Consolidated Statements of Income
        for the Three Months Ended
        June 30, 2000 and June 30, 1999                       4

        Unaudited Consolidated Statements of Income
        for the Six Months Ended
        June 30, 2000 and June 30, 1999                       5

        Unaudited Consolidated Statements of
        Stockholders' Equity
        for the Six Months Ended
        June 30, 2000 and June 30, 1999                       6

        Unaudited Consolidated Statements of Cash
        Flows for the Six Months Ended
        June 30, 2000 and June 30, 19997

        Notes to Unaudited Consolidated
        Financial Statements                                8 - 13

Item 2. Management's Discussion and Analysis of
        Financial Condition and Results of Operations      14 - 31

Item 3. Quantitative and Qualitative Disclosures About
        Market Risk                                           32

                           PART II - OTHER INFORMATION

Item 4  Submission of Matters to a Vote of Security Holders   32

Item 6. Exhibits and Reports on Form 8-K                      32

Signatures	                                                  33

<PAGE>
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

FIRST NORTHERN CAPITAL CORP.
   AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
                                              June 30, 2000    December 31, 1999
                                              -------------    -----------------
                                                        (In Thousands)
Assets
<S>                                            <C>                <C>
Cash                                            $   10,735         $   8,043
Interest-earning deposits                              499             4,329
                                                ----------         ---------
                   CASH AND CASH EQUIVALENTS        11,234            12,372

Securities available-for-sale, at fair value
  Investment securities                             10,941             8,444
  Mortgage-related securities                        5,304             5,554
Securities held-to-maturity
  Investment securities
   (estimated fair value of $26,440 - 2000;
     $25,644 - 1999)                                26,920            26,215
    Mortgage-related securities
      (estimated fair value of $9,442 -
        2000; $9,976 - 1999)                         9,515            10,048
Loans held for sale                                  2,083             1,085
Loans receivable                                   795,094           736,880
Accrued interest receivable                          4,852             4,229
Foreclosed properties and repossessed assets           456               382
Office properties and equipment                      8,092             7,463
Federal Home Loan Bank stock                        12,500             9,250
Life insurance policies                             14,076            13,548
Prepaid expense and other assets                     3,808             4,153
                                                  --------          --------
                                                  $904,875          $839,623
                                                  ========          ========
Liabilities
Deposits                                          $568,625          $566,908
Borrowings                                         247,353           185,899
Advance payments by borrowers for taxes
  and insurance                                      7,402             3,887
Other liabilities                                    5,891             6,134
                                                  --------          --------
                              TOTAL LIABILITIES    829,271           762,828


Commitments and Contingencies (See Note 8)

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 -
    2000 and 1999 shares outstanding:
    8,375,808 - 2000; 8,548,658 - 1999               9,135            9,135
Additional paid-in capital                           8,528            8,780
Retained earnings                                   65,971           64,468
Accumulated other comprehensive income                 381              479
Treasury stock at cost (758,927 shares - 2000;
  586,077 shares - 1999)                            (8,411)          (6,067)
                                                  --------         --------
                     TOTAL STOCKHOLDERS' EQUITY     75,604           76,795
                                                  --------         --------
                                                  $904,875         $839,623
                                                  ========         ========
</TABLE>
          See Notes to Unaudited Consolidated Financial Statements.

<PAGE>

FIRST NORTHERN CAPITAL CORP.
   AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
                                                         Three Months Ended
                                                              June 30
                                                            2000     1999
                                                           ------   ------
                                                           (In Thousands,
                                                       Except Per Share Amounts)
Interest and dividend income:
<S>                                                      <C>       <C>
  Loans                                                   $14,459   $11,944
  Investment securities                                       731       559
  Interest-earning deposits                                    21        23
  Mortgage-related securities                                 244       210
                                                          -------   -------
                    TOTAL INTEREST AND DIVIDEND INCOME     15,455    12,736
Interest expense:
  Deposits                                                  6,443     5,776
  Borrowings                                                3,560     1,389
  Advance payments by borrowers for taxes and insurance        31        30
                                                          -------   -------
                                 TOTAL INTEREST EXPENSE    10,034     7,195
                                                          -------   -------
                                    NET INTEREST INCOME     5,421     5,541
Provision for loan losses                                     165       114
                                                          -------   -------
                              NET INTEREST INCOME AFTER
                               PROVISION FOR LOAN LOSSES    5,256     5,427
Non-interest income:
  Fees on serviced loans                                       50        45
  Loan fees and service charges                                66        64
  Deposit account service charges                             409       336
  Insurance commissions                                        87       101
  Gain on sale of security                                     10         -
  Gains on sales of loans                                      43       140
  Other                                                       431       347
                                                          -------   -------
                               TOTAL NON-INTEREST INCOME    1,096     1,033
Non-interest expense:
  Compensation, payroll taxes and other employee benefits   2,067     1,964
  Federal insurance premiums                                   29        79
  Occupancy                                                   308       209
  Data processing                                             409       399
  Furniture and equipment                                     130        97
  Telephone and postage                                        99       100
  Marketing                                                   162        99
  Other                                                       654       721
                                                          -------    ------
                              TOTAL NON-INTEREST EXPENSE    3,858     3,668

                              INCOME BEFORE INCOME TAXES    2,494     2,792
Income taxes                                                  774       917
                                                          -------    ------
                                              NET INCOME  $ 1,720    $1,875
                                                          =======    ======
                              BASIC NET INCOME PER SHARE    $0.20     $0.21
                                                            =====     =====
                            DILUTED NET INCOME PER SHARE    $0.20     $0.21
                                                            =====     =====
                           CASH DIVIDENDS PAID PER SHARE    $0.11     $0.10
                                                            =====     =====
</TABLE>
         See Notes to Unaudited Consolidated Financial Statements.


<page

FIRST NORTHERN CAPITAL CORP.
   AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
                                                          Six Months Ended
                                                               June 30
                                                            2000     1999
                                                           ------   ------
                                                           (In Thousands,
                                                       Except Per Share Amounts)
Interest and dividend income:
<S>                                                      <C>       <C>
  Loans                                                   $28,104   $23,678
  Investment securities                                     1,409     1,104
  Interest-earning deposits                                    40        41
  Mortgage-related securities                                 498       395
                                                          -------   -------
                    TOTAL INTEREST AND DIVIDEND INCOME     30,051    25,218
Interest expense:
  Deposits                                                 12,602    11,506
  Borrowings                                                6,541     2,787
  Advance payments by borrowers for taxes and insurance        43        42
                                                          -------   -------
                                TOTAL INTEREST EXPENSE     19,186    14,335
                                                          -------   -------
                                   NET INTEREST INCOME     10,865    10,883
Provision for loan losses                                     330       174
                                                          -------   -------
   NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES     10,535    10,709

Non-interest income:
  Fees on serviced loans                                      105        81
  Loan fees and service charges                               124       117
  Deposit account service charges                             799       652
  Insurance commissions                                       198       161
  Gain on sale of security                                     10         -
  Gains on sales of loans                                      54       308
  Other                                                       814       634
                                                          -------   -------
                              TOTAL NON-INTEREST INCOME     2,104     1,953
Non-interest expense:
  Compensation, payroll taxes and other employee benefits   4,180     3,818
  Federal insurance premiums                                   59       160
  Occupancy                                                   608       450
  Data processing                                             812       790
  Furniture and equipment                                     242       200
  Telephone and postage                                       217       221
  Marketing                                                   267       214
  Other                                                     1,309     1,303
                                                          -------   -------
                            TOTAL NON-INTEREST EXPENSE      7,694     7,156
                            INCOME BEFORE INCOME TAXES      4,945     5,506
Income taxes                                                1,569     1,840
                                                          -------   -------
                                            NET INCOME    $ 3,376   $ 3,666
                                                          =======   =======
                            BASIC NET INCOME PER SHARE      $0.40     $0.42
                                                            =====     =====
                          DILUTED NET INCOME PER SHARE      $0.39     $0.41
                                                            =====     =====
                         CASH DIVIDENDS PAID PER SHARE      $0.22     $0.20
                                                            =====     =====
</TABLE>
            See Notes to Unaudited Consolidated Financial Statements.


<PAGE>

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

<TABLE>

                                                                Accumulated
                                    Additional                      Other-
                              Common Paid-In  Retained Treasury Comprehensive
                              Stock  Capital  Earnings  Stock       Income    Total
                              -----  -------  -------- --------- ------------ -----
                                                (In Thousands)
For the Six Months Ended June 30, 2000
--------------------------------------
<S>                          <C>      <C>     <C>       <C>         <C>     <C>
Balance at January 1, 2000    $9,135   $8,780  $64,468  $(6,067)     $479    $76,795
  Comprehensive income:
    Net income                                   3,376                         3,376
    Other comprehensive losses                                        (98)       (98)
                                                                              ------
  Total comprehensive income                                                   3,278

  Cash dividends ($.11 per share)               (1,873)                       (1,873)
  Purchase of treasury stock                             (2,749)              (2,749)
  Exercise of stock options        -     (252)       -      405         -        153
                              ------   ------  -------  -------      ----    -------
Balance at June 30, 2000      $9,135   $8,528  $65,971  $(8,411)     $381    $75,604
                              ======   ======  =======  =======      ====    =======

For the Six Months Ended June 30, 1999
--------------------------------------
Balance at January 1, 1999    $9,135   $9,126  $60,582  $(3,710)     $960    $76,093
  Comprehensive income:
    Net income                                   3,666                         3,666
    Other comprehensive losses                                       (234)      (234)
                                                                             -------
  Total comprehensive income                                                   3,432

  Cash dividends ($.10 per share)               (1,755)                       (1,755)
  Purchase of treasury stock                             (1,151)              (1,151)
  Exercise of stock options        -     (291)       -      495         -        204
                              ------   ------  -------  -------      ----    -------
Balance at June 30, 1999      $9,135   $8,835  $62,493  $(4,366)     $726    $76,823
                              ======   ======  =======  =======      ====    =======

</TABLE>
              See Notes to Unaudited Consolidated Financial Statements.
<PAGE>


FIRST NORTHERN CAPITAL CORP.
   AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
                                                              Six Months Ended
                                                                   June 30
                                                               2000      1999
                                                               (In Thousands)
Cash flows from operating activities:
<S>                                                         <C>       <C>
  Net income                                                 $  3,376  $  3,666
  Adjustments to reconcile net income to cash provided
    by operating activities:
    Provision for losses on loans                                 330       174
    Provision for depreciation and amortization                   444       424
    Gains on sales of loans                                       (54)     (308)
    Gain on sale of security                                      (10)        -
    Loans originated for sale                                  (3,601)  (15,767)
    Proceeds from loan sales                                    2,657    18,686
    Increase in interest receivable                              (623)     (221)
    Increase in interest payable                                  747        23
    Increase in other assets                                      (24)     (936)
    Decrease in other liabilities                                (777)     (236)
                                                              -------  --------
                   NET CASH PROVIDED BY OPERATING ACTIVITIES    2,465     5,505

Cash flows from investing activities:
  Proceeds from maturities of available-for-sale
    investment securities                                       1,750     1,000
  Proceeds from maturities of held-to-maturity
    investment securities                                       1,996     7,057
  Purchases of available-for-sale investment securities        (4,510)     (495)
  Purchases of held-to-maturity investment securities          (2,679)   (9,467)
  Principal payments on available-for-sale
    mortgage-related securities                                   111       177
  Principal payments on held-to-maturity
    mortgage-related securities                                 1,688     1,096
  Purchase of available-for-sale mortgage-related securities        -    (2,982)
  Purchases of held-to-maturity mortgage-related securities      (991)   (1,491)
  Proceeds from the sale of securities                            121         -
  Net increase in loans receivable                            (58,672)  (38,323)
  Purchases of office properties and equipment                 (1,073)     (266)
  Purchase of Federal Home Loan Bank stock                     (3,250)     (500)
                                                              -------  --------
                       NET CASH USED BY INVESTING ACTIVITIES  (65,509)  (44,194)

Cash flows from financing activities:
  Net increase in deposits                                      1,431     8,766
  Net increase in short-term borrowings                         7,315    19,188
  Proceeds from long-term borrowings                           95,020    20,195
  Repayments of long-term borrowings                          (40,881)  (13,202)
  Cash dividend paid                                           (1,873)   (1,755)
  Purchase of treasury stock                                   (2,749)   (1,151)
  Proceeds from exercise of stock options                         128       204
  Net increase in advance payments by borrowers
    for taxes and insurance                                     3,515     3,483
                                                              -------  --------
                  NET CASH PROVIDED BY FINANCING ACTIVITIES    61,906    35,728

                      DECREASE IN CASH AND CASH EQUIVALENTS    (1,138)   (2,961)
Cash and cash equivalents at beginning of period               12,372     7,211
                                                              -------  --------
                 CASH AND CASH EQUIVALENTS AT END OF PERIOD  $ 11,234  $  4,250
                                                             ========  ========
Supplemental Information to the Statement of Cash Flows:

  Interest on deposits                                        $12,315   $11,468
  Interest on borrowings                                        6,080     2,726
  Income taxes                                                  2,729     1,970
  Loans transferred to foreclosed properties
    and repossessed assets                                        186       143
</TABLE>

          See Notes to Unaudited Consolidated Financial Statements.

<PAGE>


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.

1. 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 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 June 30, 2000
and December 31, 1999, the results of their income for the
three and six months ended June 30, 2000 and 1999,
the changes in stockholders' equity for the six months
ended June 30, 2000 and 1999, and their cash flows for
the six months ended June 30, 2000 and 1999.
The accompanying Unaudited Consolidated Financial Statements
and related notes should be read in conjunction with First
Northern's 1999 Annual Report on Form 10-K.  Operating results
for the three and six months ended June 30, 2000, are not
necessarily indicative of the results that may be expected for
 the year ending December 31, 2000.


3. Securities Available-for-Sale
The amortized cost and estimated fair values of securities
available-for-sale are as follows:
<TABLE>
                                                      Gross       Gross
                                         Amortized  Unrealized  Unrealized  Estimated
                                            Cost       Gains      Losses   Fair Value
                                         ---------  ----------  ---------- ----------
                                                       (In Thousands)
At June 30, 2000:
<S>                                     <C>          <C>          <C>       <C>
  U.S. government and agency securities  $  9,506     $  26        $(124)    $ 9,408
  Asset Management Funds                      579                    (18)        561
  Federal Home Loan Mortgag
    Corporation stock                          33       939            -         972
                                         --------     -----        -----     -------
                                           10,118       965         (142)     10,941
                                         --------     -----        -----     -------
Mortgage-related securities
  Federal Home Loan Mortgage Corporation    1,875                    (97)      1,778
  Federal National Mortgage Association     1,708                              1,708
  Government National Mortgage Association  1,907                    (89)      1,818
                                         --------     -----        -----     -------
                                            5,490         -         (186)      5,304
                                         --------     -----        -----     -------
                                          $15,608    $  965        $(328)    $16,245
                                          =======    ======        =====     =======
At December 31, 1999:
  U.S. government and agency securities   $ 6,737    $    6        $ (86)    $ 6,657
  Asset Management Funds                      563                    (17)        546
  Federal Home Loan Mortgage
    Corporation stock                          33     1,097                    1,130
  Northwest Equities Corporation stock        111         -            -         111
                                          -------    ------        -----      ------
                                            7,444     1,103         (103)      8,444
                                          -------    ------        -----     -------
Mortgage-related securities
  Federal Home Loan Mortgage Corporation    1,938                    (92)      1,846
  Federal National Mortgage Association     1,862                              1,862
  Government National Mortgage Association  1,955         -         (109)      1,846
                                          -------    ------        -----     -------
                                            5,755         -         (201)      5,554
                                          -------    ------        -----     -------
                                          $13,199    $1,103        $(304)    $13,998
                                          =======    ======        =====     =======
</TABLE>

<PAGE>

At June 30, 2000, the U.S. government and agency securities
available-for-sale have the following maturities:
<TABLE>
                                                           Amortized   Estimated
                                                              Cost    Fair Value
                                                           ---------  ----------
                                                               (In Thousands)
<S>                                                         <C>         <C>
Due in one year or less                                      $   999     $1,000
Due after one year through 5 years                             8,507      8,408
                                                             -------     ------
                                                              $9,506     $9,408
                                                              ======     ======
</TABLE>
Expected maturities from mortgage-related securities will
differ from contractual maturities because borrowers may
have the right to call or prepay obligations with or without
prepayment penalties

4. Securities Held-to-Maturity

The amortized cost and estimated fair values of
mortgage-related securities held-to-maturity are as follows:
<TABLE>

                                                         Gross    Gross
                                            	Amortized	Unrealized	Unrealized	Estimated
                                                Cost     Gains     Losses    Fair Value
                                              --------   ------   --------  ------------
                                                                                             (In Thousands)
At June 30, 2000:
Investment Securities:
<S>                                           <C>       <C>     <C>        <C>
    U.S. government and agency securities      $25,921            $(480)    $25,441
    Corporate Bonds                                999     -          -         999
                                               -------  ----      -----     -------
       Total investment securities              26,920     -       (480)     26,440
                                               -------  ----      -----     -------
Mortgage-related securities:
    Federal Home Loan
      Mortgage Corporation                       6,419   $10        (58)      6,371
    Federal National
      Mortgage Association                       3,096     -        (25)      3,071
                                               -------   ---      -----     -------
        Total mortgage-related securities        9,515    10        (83)      9,442
                                               -------   ---      -----     -------
Total investment securities and
    mortgage-related securities                $36,435   $10      $(563)    $35,882
                                               =======   ===      =====     =======
At December 31, 1999:
Investment Securities:
    U.S. government and agency securities      $25,216            $(571)    $24,645
    Corporate bond                                 999     -          -         999
                                               -------   ---      ------    -------
        Total investment securities             26,215     -        (571)    25,644
                                               -------   ---      ------    -------
Mortgage-related securities
    Federal Home Loan
      Mortgage Corporation                       6,192   $15         (60)     6,147
    Federal National
      Mortgage Association                       3,856     1         (28)     3,829
                                               -------   ---      ------    -------
       Total mortgage-related securities        10,048    16         (88)     9,976
                                               -------   ---      ------    -------
Total investment securities and
    mortgage-related securities                $36,263   $16       $(659)   $35,620
                                               =======   ===       =====    =======

</TABLE>

At June 30, 2000, the investment securities have the
following maturities:
<TABLE>
                                                             Amortized      Estimated
                                                                Cost        Fair Value
                                                             ---------      ----------
                                                                  (In Thousands)
<S>                                                         <C>             <C>
Due in one year or less                                      $  6,001        $ 5,977
Due after one year through 5 years                             18,623         18,224
Due after 5 years through 10 years                              2,296          2,239
                                                             --------        -------
                                                              $26,920        $26,440
                                                              =======        =======
</TABLE>

5. Loans Receivable
The composition of loans follows:
<TABLE>
                                                            June 30        December 31
                                                             2000             1999
                                                                 (In Thousands)
First mortgage loans:
   <S>                                                     <C>             <C>
    One to four family residential                          $489,180        $465,737
    Five or more family residential                           37,843          35,815
    Commercial real estate                                    22,727          17,699
    Construction-residential                                  36,326          29,758
    Construction-commercial                                    6,769           6,910
    Other                                                      3,909           3,769
                                                            --------        --------
                                                             596,754         559,688

Consumer loans:
    Consumer                                                  23,207          20,153
    First mortgage                                            88,472          78,223
    Automobile                                                98,326          96,356
                                                            --------        --------
                                                             210,005         194,732

Commercial loans                                              10,661           4,771
                                                            --------        --------
                                                             817,420         759,191
Less:
    Undisbursed loan proceeds                                 17,667          17,852
    Allowance for losses                                       4,218           3,910
    Unearned loan fees                                           441             549
                                                            --------        --------
                                                              22,326          22,311
                                                            --------        --------
                                                            $795,094        $736,880
                                                            ========        ========

</TABLE>
6. The weighted average number of shares outstanding,
including common stock equivalents, for the three months
ended June 30, 2000 and 1999 were 8,657,170 and 8,901,033,
respectively and for the six months ended June 30, 2000
and 1999 there were 8,685,923 and 8,943,369, respectively.

7. Certain amounts in the 1999 financial statements have
been reclassified to conform to the 2000 presentations.

8. Off-balance sheet financial instruments whose contract
amounts represent credit and/or interest rate risk at
June 30, 2000 are as follows:

Commitment to extend credit:
Fixed rate (8.50% to 8.625%)                   $     622
Adjustable rate (7.625% to 10.00%)                 4,350
Commitment to sell loans (8.50% to 8.625%)           898
Unused overdraft protection lines
of credit for checking accounts                    1,396
Unused equity lines of credit                     21,154
Unused commercial lines of credit                  7,494
Unused commercial letters of credit                1,153
Unused credit card lines of credit                 7,796

9. On February 21, 2000, the Company entered into an
Agreement and Plan of Merger (the "Merger Agreement")
with Mutual Savings Bank ("Mutual"), a
Wisconsin-chartered mutual savings bank and  a wholly
owned subsidiary of Mutual organized for the purpose
of effecting the transactions contemplated by the
Merger Agreement.  Mutual intends to assign the rights
and obligations of this subsidiary to Bank Mutual
Corporation ("Bank Mutual").  The Merger Agreement
provides for the acquisition of the Company by Mutual
through a merger of the Company into Bank Mutual.

Subject to the terms and conditions of the Merger Agreement,
at the time of the merger, each outstanding share of the
Company's common stock will be converted into the right to
receive cash in the amount of $15.00 or 1.5 shares of common
stock of the Bank Mutual or a combination of cash and shares
of Bank Mutual.

In connection with the Merger, the Company and Mutual will
engage in a restructuring.  As part of the restructuring,
Mutual will form a mutual holding company.  The mutual
holding company will own a majority of Bank Mutual's common
stock.  The balance of the shares of Bank Mutual will be
offered for sale to Mutual's depositors and issued to
First Northern stockholders in the Merger.  As a result
of the restructuring, the Savings Bank and Mutual will
become wholly owned subsidiaries of Bank Mutual

The Merger and Mutual restructuring and stock offering are
subject to approval by the stockholders of the Company
(for the Merger), depositors of Mutual (for the
restructuring), and various regulatory agencies
(for all transactions).


Concurrent with the execution of the Merger Agreement,
the parties entered into a Stock Option Agreement by
which the Company granted Mutual an irrevocable option
to purchase up to 1,708,675 shares of the Company's stock
equal to 19.9% of the number of shares of the Company's
stock outstanding on February 21, 2000, at an exercise
price of $9.0375 per share.  The option would become
exercisable under certain circumstances if the Company
becomes the subject of a third party proposal for a
competing transaction.

Through June 30, 2000, First Northern has incurred
direct expenditures relating to the merger of $321,000.
If the merger is not consummated, these expenditures
will be expensed.



Item 2.  Managements' Discussion and Analysis of
         Financial Condition and Results of Operations.

CAUTIONARY FACTORS

This document 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;
changes in the quality or composition of the Savings Bank's
and FNII's loan and investment portfolios; the status of
our proposed merger with Mutual Savings Bank; and other
factors referred to in the reports filed with the
Securities and Exchange Commission.


RECENT DEVELOPMENTS

Merger Agreement with Mutual Savings Bank.  On February 22, 2000,
First Northern, and Mutual Savings Bank, a Wisconsin-chartered
mutual savings bank ("Mutual"), announced that they had entered
into an Agreement and Plan of Merger, dated as of
February 21, 2000 ( the "Merger Agreement"), by and
among Mutual, First Northern and OV Corp., a Wisconsin
corporation organized as a wholly owned subsidiary of
Mutual for the purpose of effecting the transactions
contemplated by the Merger Agreement .  Mutual intends
to assign the rights and obligations of this subsidiary
 to Bank Mutual Corporation ("Bank Mutual").  The Merger
Agreement provides for the acquisition of First Northern
by Mutual through a merger of First Northern with and into
Bank Mutual (the "Merger"), which will be the surviving
corporation ("Bank Mutual").  The Merger Agreement has been
approved by the boards of directors of Mutual and First Northern.

Subject to the terms and conditions of the Merger Agreement,
 at the time of the Merger, each outstanding share of First
Northern common stock, par value $1.00 per share ("First
Northern Common Stock"), will be converted into the right
to receive cash in the amount of $15.00, or 1.5 shares of
common stock, par value $.01 per share, of Bank Mutual
("Bank Mutual Common Stock"), or a combination of cash and
shares of Bank Mutual Common Stock (the "Merger
Consideration").  Prior to the closing date, Mutual
will select the percentage of the total Merger Consideration
to be paid in Bank Mutual Common Stock, which may not be less
than 40% or more than 70%; the balance will be paid in cash.
Each First Northern stockholder will be entitled to elect to
receive (a) cash, (b) Bank Mutual Common Stock or (c) as to
First Northern stockholders holding not less than 170 shares
 of First Northern Common Stock, a combination of cash and
Bank Mutual Common Stock, with the percentage of such shares
of their First Northern Common Stock equal to the lesser of
the Stock Percentage and 50% converted into Bank Mutual
Common Stock and the balance converted into cash.  Elections
will be subject to proration if the cash or stock elections
exceed the maximum amounts permitted under the Merger
Agreement.  Cash will be paid in lieu of any fractional
shares of Bank Mutual Common Stock which holders of First
Northern Common Stock would otherwise receive.

In a separate transaction related to the Merger, Mutual
will engage in a restructuring involving a number of steps
(the "Restructuring").  As a part of the Restructuring,
Mutual will form a mutual holding company in which Mutual's
depositors will hold all the voting rights.  The mutual
holding company will own a majority of Bank Mutual Common
Stock; the balance of the shares of Bank Mutual Common Stock
will be offered for sale to Mutual's depositors and issued
to First Northern stockholders in the Merger.  As a result
of the Restructuring, Mutual Savings Bank and the Savings
Bank will become wholly owned subsidiaries of Bank
Mutual.  Thus, Bank Mutual will be a subsidiary mid-tier
stock holding company.

Consummation of the Merger is subject to the satisfaction
of certain closing conditions set forth in the Merger
Agreement, including approval by the stockholders of First
Northern and approval by the OTS, the FDIC and  the
WDFI--Administrator.  The depositors of Mutual must
also approve Mutual's plan for the Restructuring.
The Merger is also subject to receipt of an opinion
of counsel to the effect that the Merger will
constitute a reorganization within the meaning
of Section 368(a) of the Internal Revenue Code as
to the federal income tax treatment of certain transactions
contemplated by the Merger Agreement.  In addition,
the Merger is conditioned upon the approval for
listing on the NASDAQ National Market of the shares
of Bank Mutual Common Stock to be issued in the
Merger, which shares will be registered under the
Securities Act of 1933.

At August 7, 2000, First Northern and Mutual continued
the process of filing all necessary regulatory filings
with the OTS and Securities and Exchange Commission and
anticipates that the acquisition of First Northern by
Mutual will be completed by the end of 2000.

Concurrently with the execution of the Merger Agreement,
in order to induce Mutual to enter into the Merger
Agreement, the parties entered into a Stock Option
Agreement by which First Northern granted to Mutual
an irrevocable option to purchase up to 1,708,675
shares of First Northern Common Stock, which equals
19.9% of the number of shares of First Northern
Common Stock outstanding at February 21, 2000, at
an exercise price of $9.0375 per share.  The option
would become exercisable under certain circumstances
if First Northern becomes the subject of a third-party
proposal for a competing transaction.


FINANCIAL CONDITION

BALANCE SHEET

Cash and Cash Equivalents.  Cash and cash equivalents
decreased $1.1 million at June 30, 2000, as compared
 to December 31, 1999, primarily because the Savings
 Bank maintained additional cash at December 31, 1999,
as a precaution against possible events associated with
Year 2000 concerns.  Shortly after December 31, 1999,
the cash was redeployed by paying down short-term borrowings.

Securities Available-for-Sale.  Investment securities
available-for-sale increased $2.5 million as of June 30, 2000,
 as compared to December 31, 1999, primarily as a result of
the reinvestment of maturing securities, the interest
earnings on securities being reinvested and the purchase
of additional securities, partially offset by decreased
market value.  (See Notes to Unaudited Consolidated
Financial Statements--3. Securities Available-for-Sale)

Mortgage-related securities available-for-sale decreased
$0.3 million at June 30, 2000, as compared to
December 31, 1999, as a result of prepayments and
repayments of the underlying securities.

Securities Held-to-Maturity.  Investment securities
held-to-maturity increased $0.7 million as of June 30, 2000
as compared to December 31, 1999 as a result of additional
investment securities purchases.

Mortgage-related securities held-to-maturity decreased
$0.5 million as a result of prepayments and repayments
of the underlying securities.

Loans Held for Sale.  At June 30, 2000, First Northern
had $2.1 million of fixed interest rate mortgage and
education loans classified as held for sale as compared
to $1.1 million at December 31, 1999.  The increase in
loans held for sale is primarily the result of education
 loans originated during the six months of 2000, all of
which are contractually assigned to be sold.


Loans Receivable.  Loans receivable increased $58.2
million at June 30, 2000, as compared to December 31, 1999,
as a result of: (i) increased adjustable interest rate
mortgage loan originations and purchases; (ii) reduced
prepayments or refinancing of mortgage loans; and (iii)
commercial lending.  Loan originations and purchases
are as follows:
<TABLE>
                             LOAN ORIGINATIONS AND PURCHASES

                                           Three Months Ended      Six Months Ended
                                                June 30                June 30
                                           2000          1999      2000        1999
                                          ------        ------    ------      ------
                                             (In Thousands)         (In Thousands)
Mortgage loans originated and purchased:
<S>                                     <C>           <C>        <C>       <C>
  Construction                           $ 13,019      $ 20,822  $ 28,332   $ 29,643
  Loans on existing property               25,584        18,365    42,831     27,072
  Refinancing                               5,993        18,124    11,179     47,326
  Other loans                               1,234         1,238     1,807      1,479
Total mortgage loans originated          --------      --------   -------   --------
  and purchased                            45,830        58,549    84,149    105,520

Consumer loans originated and
 purchased:
  Consumer                                  5,149         4,697     7,560      6,450
  First mortgage                           14,867        15,261    25,853     24,390
  Automobile                               12,939        20,412    28,213     32,269
  Education                                    94            71     1,272      1,021
                                         --------      --------   -------   --------
Total consumer loans originated
and purchased                              33,049        40,441    62,898     64,130
                                         --------      --------   -------   --------
Commercial loans                            1,858         2,887     7,166      2,887
                                         --------      --------   -------   --------

Total loans originated and purchased     $ 80,737      $101,877  $154,213   $172,537
                                         ========      ========  ========   ========

</TABLE>

Mortgage loan originations and purchases decreased $12.7
million for the second quarter of 2000, as compared to the
same period in 1999 and $21.4 million for the first six
months of 2000 as compared to the first six months of
1999, primarily as the result of decreased refinancing
of existing First Northern mortgage loans.  Purchase
mortgage loan originations increased in the second
quarter of 2000 primarily as a result of increased
purchase activity within First Northern's market.  Although
 total mortgage loan originations decreased for the second
quarter of 2000 and the first six months of 2000, the
mortgage loan portfolio outstanding increased $20.2 and
$37.1 million, respectively (before deductions for
undisbursed loan proceeds, allowance for loan losses
and unearned loan fees).  The increased mortgage loan
portfolio was primarily the result of: (i) increased
adjustable interest rate mortgage loan originations;
(ii) reduced prepayments of principal on outstanding
loans; and (iii) reduced refinancing of existing
mortgage loans, all of which, management believes,
is attributable to the increase of 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 June 30, 2000, First Northern's commercial loan
portfolio outstanding was at $10.7 million and
management anticipates that this segment of its
loan portfolio will continue to increase.
Management believes commercial banking will
enable First Northern to enhance its interest
earning assets and its interest rate spread management.

Consumer loan originations and purchases decreased
$7.4 million in the second quarter of 2000 and
$1.2 million in the first six months of 2000 as
compared to the same periods in 1999, primarily as
the result of decreased indirect automobile originations
 through SFC.  As market interest rates rose, the
indirect automobile interest loan interest rates
also rose.  This increase in the interest rates on indirect
automobile loans decreased the volume of originations.
<TABLE>
                               LOAN SALES

                                         Three Months Ended      	Six Months Ended
                                               June 30                 June 30
                                          2000         1999       2000        1999
                                         ------       ------     ------      ------
                                                       (In Thousands)
<S>                                    <C>           <C>        <C>        <C>
Mortgage Loans                          $1,818        $6,753     $2,121     $16,392
Education Loans                            316         1,985        482       1,986
                                        ------        ------     ------     -------
    Total Loans Sold                    $2,134        $8,738     $2,603     $18,378
                                        ======        ======     ======     =======
</TABLE>

Loans sold in the second quarter of 2000 and for the six
months ended June 30, 2000, as compared to the same periods
in 1999, 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, loan
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 $3.3 million to
$12.5 million at June 30, 2000, as compared to
$9.3 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 $0.5 million
 in the first six months of 2000 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 $0.9 million for the
second three months of 2000 and $1.7 million for the
first six months of 2000 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, negotiated 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 $53.1 million at
June 30, 2000.

Borrowings.  FHLB borrowings increased $61.5 million in
the first six months of 2000, primarily to fund 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 2000 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 $3.5 million at June 30, 2000, as
compared to December 31, 1999.  The increase of escrow
dollars was the result of the payments received for
First Northern's customers' escrow accounts.

Stockholders' Equity.  First Northern paid a cash
dividend of $0.11 per share on May 15, 2000, to stockholders
 of record on May 8, 2000.  The increase of $0.01 per share
represents a 10.0% increase over the second quarter of 1999
cash dividend of $0.10 per share.  The cash dividend payout
ratio was 55.00% and 47.62% for the quarter ended June 30, 2000
 and 1999, respectively and 55.00% and 47.62% for the six
months ended June 30, 2000 and 1999, respectively.

On March 20, 2000, First Northern approved a fourth stock
repurchase program to repurchase up to 429,315 shares
(5% of total shares then outstanding) in the open
market.  At June 30, 2000, 210,500 shares had been
purchased at an average price of $13.06 per share.

ASSET QUALITY

First Northern currently classifies any loan on
which a payment is greater than 90 days past due
as non-performing.  The following table summarizes
non-performing loans and assets:
<TABLE>
                           NON-PERFORMING LOANS AND ASSETS
                                                At June 30        At December 31
                                                   2000               1999
                                                ----------        --------------
                                                    (Dollars in Thousands)
<S>                                              <C>               < C>
Non-accrual mortgage loans                         $177               $243
Non-accrual consumer loans                           78                 40
                                                   ----               ----
Total non-performing loans                          255                283
Properties subject to foreclosure                   397                318
Foreclosed properties and
   repossessed assets                                59                 63
                                                   ----               ----
Total non-performing assets                        $711               $664
                                                   ====               ====
Non-performing loans as a percent
   of total loans                                  0.03%              0.04%
                                                   ====               ====
Non-performing assets as a percent
   of total assets                                 0.08%              0.08%
                                                   ====               ====

</TABLE>

Total non-performing loans decreased as of June 30, 2000,
as compared to December 31, 1999, primarily as a result
of a decrease 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 June 30, 2000, 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.
<TABLE>
                              LOAN LOSS ALLOWANCE
                                              At and for the    At and for the
                                             Six Months Ended     Year Ended
                                              June 30, 2000    December 31, 1999
                                              -------------    -----------------
                                                    (Dollars in Thousands)
Mortgage Loans:
<S>                                              <C>               <C>
    Balance at the beginning of the period        $2,108            $1,813
    Provisions for the period                        290               295
    Charge-offs:
        One-to-four family residential                 -                 -
    Recoveries:
       One to four family residential                  3                 -
                                                   -----            ------
    Net recoveries                                     3                 -
                                                   -----            ------
    Balance at the end of the period               2,401             2,108

Consumer Loans:
    Balance at the beginning of the period         1,678             1,718
    Provisions for the period                         30                53
    Charge-offs:
       Consumer                                      (26)              (79)
       Automobile                                    (12)              (43)
                                                  ------            ------
          Total charge-offs                          (38)             (122)
    Recoveries:
       Consumer                                       10                 9
       Automobile                                      3                20
                                                  ------            ------
          Total recoveries                            13                29
                                                  ------            ------
    Net charge-offs                                  (25)              (93)
                                                  ------            ------
Balance at the end of the period                   1,683             1,678
                                                  ------            ------
Commercial Loans
    Balance at the beginning of the period           124
    Provisions for the period                         10               124
                                                  ------            ------
Balance at the end of the period                     134               124
                                                  ------            ------
Total loan loss allowances at the end
of the period                                     $4,218            $3,910
                                                  ======            ======
Allowance as a percent of total loans               0.53%             0.53%
                                                    ====              ====
Allowance as a percent of non-performing loans  1,654.12%         1,381.63%
                                                ========          ========
Allowance as a percent of total assets              0.47%             0.47%
                                                    ====              ====
Allowance as a percent of non-performing assets   593.25%           588.86%
                                                  ======            ======
</TABLE>

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 three months ended June 30, 2000
and 1999, have been annualized.
<TABLE>
                                          Six Months Ended June 30
                                       2000                       1999
                              --------------------------------------------------
                                      Interest                  Interest
                              Average  Earned/  Yield/  Average  Earned/  Yield/
                              Balance   Paid    Rate    Balance   Paid    Rate
                              -------  ------   -----   -------  -------  ------
                                                 (Dollars in Thousands)
Interest-earning assets (1):
<S>                         <C>       <C>      <C>    <C>       <C>      <C>
 Mortgage loans              $557,371  $19,771  7.09%  $485,549  $17,154  7.07%
 Consumer loans               204,224    7,968  7.80%   162,835    6,476  7.95%
 Commercial loans               7,961      365  9.17%     1,191       48  8.06%
 Investment securities (2)     44,773    1,409  6.29%    37,222    1,104  5.93%
 Interest-earning deposits      1,610       40  4.97%     1,836       41  4.47%
 Mortgage-related
   securities (2)              15,756      498  6.32%    13,113      395  6.02%
                            ---------   ------  ----    -------  -------  ----
    TOTAL                     831,695   30,051  7.23%   701,746   25,218  7.19%

Interest-bearing liabilities:
 Passbook accounts             70,595      673  1.91%    68,865      682  1.98%
 NOW and variable rate insured
  money market accounts       137,427    1,805  2.63%   130,510    1,477  2.26%
 Time deposits                354,698   10,124  5.71%   345,218    9,347  5.42%
 Advance payments by borrowers
  for taxes and insurance       3,952       43  2.18%     3,573       42  2.35%
 Borrowings                   215,535    6,541  6.07%   101,085    2,787  5.51%
                             --------  -------  ----   --------  -------  ----
  TOTAL                       782,207   19,186  4.91%   649,251   14,335  4.42%
                             --------  -------  ----   --------  -------  ----
Net interest-earning assets
  balance and interest
  rate spread                $ 49,488           2.32%  $ 52,495           2.77%
                             ========           ====   ========           ====
Average interest-earning
  assets, net interest income
  and net yield on average
  interest-earning assets    $831,695  $10,865  2.61%  $701,746  $ 10,883  3.10%
                             ========  =======  ====   ========  ========  ====
Average interest-earning
  assets to interest-bearing
  liabilities                  106.3%                    108.1%
                               =====                     =====
</TABLE>
----------------------------

(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.

<TABLE>
                                               Year Ended December 31
                                                        1999
                                                        Interest
                                           Average       Earned/    Yield/
                                           Balance        Paid      Rate
                                               (Dollars in Thousands)
Interest-earning assets (1):
<S>                                      <C>           <C>         <C>
    Mortgage loans                        $500,111      $35,164     7.03%
    Consumer loans                         175,577       13,816     7.87%
    Commercial loans                         5,454          468     8.58%
    Investment securities (2)               38,789        2,336     6.02%
    Interest-earning deposits                1,702           82     4.82%
    Mortgage-related securities (2)         14,765          904     6.12%
                                          --------      -------     ----
    TOTAL                                  736,398       52,770     7.17%

Interest-bearing liabilities:
    Passbook accounts                       70,425        1,385     1.97%
    NOW and variable rate insured
        money market accounts              132,629        3,085     2.33%
    Time deposits                          350,423       19,090     5.45%
     Advance payments by borrowers
         for taxes and insurance             7,002          162     2.31%
    Borrowings                             124,186        6,964     5.61%
                                          --------      -------     ----
    TOTAL                                  684,665       30,686     4.48%
                                          --------      -------     ----
Net interest-earning assets balance
    and interest rate spread              $ 51,733                  2.69%
                                          ========                  ====
Average interest-earning assets, net
    interest income and net yield on
    average interest-earning assets       $736,398      $22,084     3.00%
                                          ========      =======     ====
Average interest-earning assets to
    interest-bearing liabilities	           107.6%
                                            =====
</TABLE>
----------------------------

(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.

<TABLE>
                                        Six Month Ended June 30
                                             2000 vs 1999
                                       Increase(decrease) due to:

                                                         Rate/
                                  Rate       Volume     Volume  Total
                                  ----       ------     ------  -----
	(In Thousands)
Interest-earning assets:
<S>                              <C>        <C>       <C>     <C>
    Mortgage loans                $  49      $2,561    $   7   $2,617
    Consumer loans                 (122)      1,645      (31)   1,492
    Commercial loans                  7         272       38      317
    Investments securities           67         224       14      305
    Interest-earning deposits         5          (5)      (1)      (1)
    Mortgage-related securities      20          79        4      103
                                  -----      ------     ----   ------
    TOTAL                         $  26      $4,776      $31    4,833
                                  =====      ======      ===   ------

Interest-bearing liabilities:
    Passbook accounts              $(24)     $   16     $ (1)      (9)
    NOW and variable rate
     insured money market accounts  237          78       13      328
    Time deposits                   506         257       14      777
    Advance payments by borrowers
        for taxes and insurance      (3)          4        -        1
    Borrowings                      283       3,151      320    3,754
                                   ----      ------     ----   ------
    TOTAL                          $999      $3,506     $346    4,851
                                   ====      ======     ====   ------
Net change in net interest income                              $  (18)
                                                               ======

</TABLE>

<TABLE>
                                       Year Ended December 31
                                             1999 vs 1998
                                      Increase(decrease) due to:
                                                        Rate/
                                  Rate       Volume    Volume   Total
                                            (In Thousands)
Interest-earning assets:
<S>                            <C>          <C>       <C>     <C>
    Mortgage loans              $(1,371)     $3,154    $(129)  $1,654
    Consumer loans                 (627)      1,228      (58)     543
    Commercial loans                                     468      468
    Investments securities          (42)        245       (5)     198
    Interest-earning deposits       (20)        (52)       7      (65)
    Mortgage-related securities     (10)        297       (5)     282
                                -------      ------    -----   ------
    TOTAL                       $(2,070)     $4,872    $ 278    3,080
                                =======      ======    =====   ------
Interest-bearing liabilities:
    Passbook accounts             $(108)       $141    $ (12)      21
    NOW and variable rate
      insured money market accounts(177)        357      (22)     158
    Time deposits                (1,114)      1,302      (77)     111
    Advance payments by borrowers
        for taxes and insurance      (1)          8        -        7
    Borrowings                     (201)      1,646      (59)   1,386
                                -------      ------    -----   ------
    TOTAL                       $(1,601)     $3,454    $(170)   1,683
                                =======      ======    =====   ------
Net change in net interest income                              $1,397
                                                               ======

</TABLE>

The following table set forth the weighted average yields at the dates
indicated.
<TABLE>
                                                     At June 30,
                                                  2000        1999
Weighted average rate of return at June 30:
<S>                                              <C>         <C>
  Mortgage loans                                  7.13%       6.93%
  Consumer loans                                  8.15        8.06
  Commercial loans                                9.17        7.68
  Mortgage loans, consumer loans and
    commercial loans                              7.43        7.22
  Investment securities                           6.42        5.91
  Mortgage-related securities                     6.36        6.15
  Total loan portfolio, mortgage-backed
    and investment securities                     7.35        7.13

Weighted average rate paid at June 30:
  Deposits                                        4.62%      4.19%
  Borrowings                                      6.64       5.49
  Total deposits and borrowings                   5.23       4.42
  Spread at June 30                               2.12       2.71

</TABLE>

STATEMENTS OF INCOME

General.  Net income decreased 8.3% for the second quarter
of 2000 and 7.9% for the six months ended June 30, 2000 as
compared to the same periods in 1999.  This decrease was
primarily the result of a reduction of the net interest
margin and increased operating expenses.

Interest and Dividend Income.  Interest income on loans
increased $2,515,000 in the second quarter of 2000 and
$4,426,000 in the first six months of 2000 as a result of
the increased dollar amount of mortgage, consumer, and
commercial loans outstanding.  The average mortgage loans
outstanding increased $71.8 million or 14.8% in the second
quarter of 2000 as compared to the same period in 1999 and
average consumer loans outstanding increased $41.4 million.
  Commercial loans, which were introduced to First Northern
customers in the second quarter of 1999, had a balance
outstanding at June 30, 2000 of $10.7 million.  The yield on
the mortgage loan portfolio increased in the first six
months of 2000 as compared to the first six months of 1999
as a result of interest rates on mortgage loan originations
being more than the yield on the existing portfolio and
escalations to interest rate adjustable mortgage loans in
the portfolio.  Since September of 1999, the interest rates
on mortgage loan originations have exceeded the yield on the
existing mortgage portfolio.  See Financial Condition -
Balance Sheet - Loans Receivable.  Consumer loan yields
decreased during the first six months of 2000 as compared
to the same period in 1999 as a result of interest rates
on originations and purchases being below the portfolio
average yield.

Interest income on investment securities increased $172,000
for the three months ended June 30, 2000 and $305,000 for
the six months ended June 30, 2000, as a result of an increase
in the dollar amount of investment securities outstanding and
an increase in the yield earned on investment securities.

Interest income on interest-earning deposits increased slightly
for the second quarter of 2000 and six months ended June 30, 2000
primarily as a result of additional interest-earning deposits
outstanding.

Interest income on mortgage-related securities increased $34,000
for the second quarter of 2000 and $103,000 for the six months
ended June 30, 2000 as a result of the increased average
mortgage-related securities outstanding and the increase in
the average interest rate earned.

Interest Expense.  Interest expense on deposits increased $667,000
for the three months ended June 30, 2000 and $1,096,000 for the
six months ended June 30, 2000 primarily as the result of
increased cost of deposits and increased deposits outstanding.
The average cost of deposits increased as a result of rising
general market interest rates and competition's deposit interest
rates offered.  Since June 1999, the Federal Open Market
Committee ("FOMC") has increased interest rates substantially.
The rise in FOMC interest rates raises the interest rate
expectations of consumers and hence the need to increase
interest rates on new or renewing deposits.

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 in its deposit growth.
See Financial Condition - Balance Sheet - Deposits.

Interest expense on borrowings increased $2,171,000 in the
second quarter of 2000 and $3,754,000 in the first six months
of 2000 as compared to the same periods in 1999 as a result
of increased dollars outstanding and increased average
interest paid on those borrowings.  First Northern's growth
in interest earning assets outpaced the growth in deposits
thereby necessitating an increase in borrowings.  First Northern
anticipates it will continue to emphasize growth in interest
earning assets and will fund a portion of that growth with
borrowings.  First Northern primarily borrows from the Federal
Home Loan Bank of Chicago and staggers the borrowing maturities
from overnight to 9 years in term.

Provision for Loan Losses.  First Northern provided $165,000 to
its general loan loss allowance in the second quarter of 2000
as compared to $114,000 for the second quarter of 1999 and
$330,000 for the first six months of 2000 as compared to
$174,000 for the same period in 1999.  The increased
provisions were the result of growth in loans, especially
those that have higher inherent credit risks.  Multi-family
mortgage loans increased $0.5 million in the second quarter
of 2000 and $2.00 million for the six months ended
June 30, 2000, commercial loans increased $0.9 million
in the second quarter of 2000 and $5.9 million for the
six months ended June 30, 2000, and consumer loans increased
$8.2 million in the second quarter of 2000 and $15.3 million
for the six months ended June 30, 2000.  Mortgage loans,
other than multi-family, increased $20.2 million in the
second quarter of 2000 and $35.0 million for the six months
ended June 30, 2000.

First Northern uses a risk-based assessment of its loan
portfolio to determine the level of loan loss allowance.
The assessment is based on internal reviews intended to
determine the adequacy of the allowance in view of presently
known factors.  Management believes the current loan loss
allowance is adequate.

Non-Interest Income.  Fees on serviced loans increased $5,000
in the second quarter of 2000 and $24,000 in the first six
months of 2000 as a result of decreased repayments or prepayments
on loans sold (with servicing retained).  As the principal of a
mortgage loan which was sold, repays or prepays, the mortgage
servicing asset is reduced and netted from fees on serviced
loans, thereby reducing the income on the serviced loans.
When the repayments or prepayments decrease, such as in the
second quarter of 2000 and the first six months of 2000, the
amortization from the mortgage servicing assets also decreases
and hence, the income on serviced loans increases.  First
Northern's mortgage loan servicing asset at June 30, 2000
was $528,800.

Loan fees and service charges increased slightly in the second
quarter and first six months of 2000 primarily as the result
of late charges collected on loans and fees collected from the
Savings Bank's line-of-credit home equity loans.

Income from deposit account service charges increased $73,000 in
the second quarter and $147,000 in the first six months of 2000
as a result of debit card fee income and fees from customers who
overdraw their checking account and other depository fees.
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 decreased $14,000 in the second quarter
and increased $37,000 in the first six months of 2000.  The
second quarter of 2000 decrease was the result of decreased
insurance bonus in 2000 as compared to the insurance
bonuses in 1999.  The increase for the six months was
the result of insurance bonuses.  If First Northern
obtains a predetermined threshold of insurance sales
and insurance losses are below another threshold,
insurance bonuses are earned.  First Northern received
$49,000 in insurance bonuses in the first quarter of 2000.

Gains on the sale of loans decreased $97,000 and $254,000
for the second quarter and six months ended June 30, 2000,
respectively as a result of decreased loan sales.  First
Northern sold $2,134,000 of loans in the second quarter of
2000 as compared to $8,738,000 in the second quarter of 1999
and $2,603,000 of loans in the six months ended June 30, 2000
as compared to $18,378,000 for the same period in 1999.
Loan sales decreased substantially in the second quarter
of 2000 and the first six months of 2000 as a result of
decreased thirty-year fixed interest rate mortgage loan
originations, which are sold to the secondary market.

Other income increased $84,000 for the three months ended
June 30, 2000 and $180,000 for the six months ended
June 30, 2000, as compared to the same periods last
year as a result of: (i) ATM surcharges; (ii) interest
income on Bank Owned Life Insurance; and (iii) interest
from officers' life insurance.

Non-Interest Expense.  Compensation expense increased
$103,000 for the three months ended and $362,000 for
the six months ended June 30, 2000 as a result of:
(i) increased number of employees; (ii) increased
compensation to existing employees; (iii) increased
education and training costs;  (iv) reduced expense
deferrals associated with loan originations; and
(v) 2000 being a leap year which added one
additional day of compensation for hourly paid employees.

Federal insurance premiums decreased $50,000 for the
second quarter of 2000 and $101,000 for the six months
ended June 30, 2000 as a result of a decrease in
federal deposit premiums charged First Northern and
other Savings Association Insurance Fund ("SAIF")
insured institutions.  Beginning in the year 2000,
the Financing Income Corporation Obligations ("FICO")
 bonds interest cost was spread to all insured financial
institutions rather than just the SAIF insured institutions.
Thus, the deposit insurance cost to SAIF institutions was reduced.

Occupancy expense increased $99,000 in the second quarter of
2000 and $158,000 for the six months ended June 30, 2000
primarily as a result of the Savings Bank's rental of
approximately 14,000 square feet of office space in
downtown Green Bay.  This rental space consolidated
various operational departments into one location
whereas previously they were located in three separate
Savings Bank offices.

Data processing expense increased $10,000 in the three
 months ended June 30, 2000 and $22,000 for the six months
ended June 30, 2000, as a result of an increase in service
bureau expense and service contracts on data processing
equipment.  Service bureau expense increased as a result
of increased contract cost, additional transactions
processed and additional products offered.

Furniture and equipment expense increased $33,000 in the
second quarter of 2000 and $42,000 in the first six months
of 2000 as a result of increased cost of service contracts
on equipment and increased depreciation on furniture and
equipment at the remodeled Kiel Office.

Marketing expense increased $63,000 in the second quarter
of 2000 and $53,000 in the first six months of 2000
primarily as a result of increased marketing of First
Northern's products and services.

Other expenses decreased $67,000 in the three months
ended June 30, 2000 and increased slightly for the six
months ended June 30, 2000.  The decrease was primarily
the result of a $53,700 environmental clean-up cost of
a lot at a subdivision owned by GNFSC in 1999.

Income Taxes.  The effective income tax rate for the second
quarter of 2000 was 31.0% and 31.7% for the six months ended
June 30,  2000 as compared to 32.8% in the second quarter
of 1999 and 33.4% for the six months ended June 30, 2000.
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 1999,
which has reduced state income taxes.  In March 1999,
First Northern moved approximately $56.3 million in
mortgage loan participations to FNII and further reduced its
state income tax.


Legislation.  The Gramm-Leach-Bliley Act ("Act") passed
by Congress could significantly alter the environment in
 which First Northern and the Savings Bank operate.  This
Act tore down the former artificial statutory barriers
between financial institutions, insurance companies,
and investment firms and may lead to increased
competition among such entities.  In addition, the
Act will prevent the sale of unitary thrift holding
companies, such as First Northern, to commercial
companies.  Finally, the Act placed 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
June 30, 2000, was 7.09%.  At December 31, 1999, its
monthly average liquidity ratio was 7.15%.  The slight
decrease in the liquidity ratio at June 30, 2000, 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
June 30, 2000, for State of Wisconsin regulatory
requirements was 8.40%, or 2.4% 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.

As of June 30, 2000, the most recent notification from the
OTS categorized the Savings Bank as well capitalized under
the regulatory framework for 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-chartered savings
institution, the Savings Bank is also subject to a minimum
capital requirement of the State of Wisconsin.  Management
believes that, at June 30, 2000, 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.
<TABLE>
                                                                    To Be Well
                                            Minimum Required    Capitalized Under
                                               For Capital      Prompt Corrective
                              Actual        Adequacy Purposes   Action Provisions
                           Amount   Ratio    Amount    Ratio     Amount     Ratio
                           ------   -----    -------   -----     -------    ------
                                            (Dollars in Thousands)
As of June 30, 2000:
<S>                       <C>       <C>    <C>        <C>      <C>        <C>
Risk-based capital         $74,979  12.60%  >=$47,703  >=8.00%  >=$59,629  >=10.00%
  (to risk-weighted assets)
Tier 1 (core) capital      $70,787  11.90%  >=$23,852  >=4.00%  >=$35,777   >=6.00%
  (to risk-weighted assets)
Tier 1 (core) capital      $70,787   7.80%  >=$36,170  >=4.00%  >=$45,212   >=5.00%
  (to adjusted assets)
Tangible equity            $70,787   7.80%  >=$36,170  >=4.00%  >=$45,212   >=5.00%
  (to tangible assets)
State of Wisconsin capital $75,698   8.40%  >=$54,320  >=6.00%       N/A       N/A
  (to total assets)

As of December 31, 1999:
Risk-based capital         $76,326  14.00%  >=$43,770  >=8.00%  >=$54,713  >=10.00%
  (to risk-weighted assets)
Tier 1 (core) capital      $72,416  13.20%  >=$21,885  >=4.00%  >=$32,828   >=6.00%
  (to risk-weighted assets)
Tier 1 (core) capital      $72,416   8.60%  >=$33,546  >=4.00%  >=$41,783   >=5.00%
  (to adjusted assets)
Tangible equity            $72,416   8.60%  >=$33,546  >=4.00%  >=$41,783   >=5.00%
  (to tangible assets)
State of Wisconsin capital $77,197   9.20%  >=$50,377  >=6.00%        N/A      N/A
  (to total assets)
</TABLE>



<PAGE>
Item 3.    Quantitative and Qualitative Disclosures about Market Risk.

See item 7A. Quantitative and Qualitative Disclosures
              about Market Risk in 1999 Form 10-K.


                       PART II - OTHER INFORMATION

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

        At First Northern's Annual Meeting of Stockholders
        held on April 26, 2000, all of the Board of Directors'
        nominees named in the tabulation of votes below were
        elected as directors, by the votes cast for and withheld
        with respect to each nominee indicated, to serve for a
        three year term for the class of directors whose terms
        expire in 2003.  There was no solicitation in opposition
        to the nominees proposed in the Proxy Statement and there
        were no abstentions or broker non-votes with respect to
        the election of directors.


                           Name                     For        Withheld
Directors with terms
  expiring in 2003
                       Thomas J. Lopina, Sr.      7,252,812      126,666
                       Robert B. Olson            7,249,883      129,595

        Messrs. Michael D. Meeuwsen and J. Gus Swoboda
        terms as directors continue until 2001.
        Messrs. Howard M. Frankenthal and Richard C. Smits
        terms as directors continue until 2002.

        Further information concerning this matter is contained
        in Proxy Statement/1999 Form 10-K Annual report with
        respect to First Northern's 2000 Annual Meeting of Stockholders.


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

        a) Exhibits:
           See Exhibit Index following the signature page
           of this report, which is incorporated herein by reference.

        b) Reports on Form 8-K:
           No Form 8-K was filed during the second quarter of 2000.








<PAGE>

                               SIGNATURE


        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:   August 14, 2000                /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

                     SECOND QUARTER 2000 REPORT ON FORM 10-Q


Exhibit                               Incorporated Herein     Filed or Submitted
Number          Description             By Reference To             Herewith

2.1   Agreement and Plan of          Exhibit 2.1 to Registrant's
      Merger, dated as of            Current Report on Form 8-k
      February 21, 2000, by and      dated as of February 21, 2000
      among Mutual Savings Bank,     (the "2/21/00 8-KK")
      OV Corp. and First Northern
      Capital Corp.

2.2  	Stock Option Agreement,         Exhibit 2.2 to the 2/21/00 8-K
      dated as of February 21, 2000,
      by and between Mutual Savings
      Bank and First Northern Capital Corp.

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

<TABLE>
                                    Three Months Ended          Six Months Ended
                                          June 30                    June 30
                                    2000          1999         2000        1999
                                   ------        ------       ------       -----
BASIC:
<S>                             <C>           <C>          <C>          <C>
Weighted average common shares
  outstanding during each period  8,462,725     8,733,146    8,521,029   8,762,082
                                  =========     =========    =========   =========
DILUTED:
Weighted average common shares
  outstanding during each period  8,462,725     8,733,146    8,521,029   8,762,082
Incremental shares relating to:
  dilutive stock options outstanding
    at end of each period (1)       194,445       167,887      164,894     181,287
                                  ---------     ---------    ---------   ---------
                                  8,657,170     8,901,033    8,685,923   8,943,369
                                  =========     =========    =========   =========

NET INCOME FOR EACH PERIOD       $1,719,875    $1,874,785   $3,376,178  $3,666,125
                                 ==========    ==========   ==========  ==========

PER COMMON SHARE AMOUNTS:
  Basic net income                    $0.20         $0.21        $0.40       $0.42
                                      =====         =====        =====       =====
  Diluted net income                  $0.20         $0.21        $0.39       $0.41
                                      =====         =====        =====       =====

</TABLE>
----------------------------

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