SECURITIES AND EXCHANGE COMMISSION
                 WASHINGTON,  D.C.  20549
  -------------------------------------------------------  
                     F O R M   1 0 - 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, 1998

                              OR

     / /    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         (I.R.S. Employer     
  incorporation or organization)         Identification No.)


                    201 North Monroe Avenue
                                                              
                        P.O. Box 23100
               Green Bay, Wisconsin   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 (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), 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 8,833,691, AT JULY 31,
1998.

<PAGE>
                                                              
                         INDEX

               PART I - FINANCIAL INFORMATION

                                                      Page No.
Item 1. Financial Statements

        Unaudited Consolidated Statements of Financial
        Condition as of June 30, 1998
        and December 31, 1997. . . . . . . . . . . . . . .  3

        Unaudited Consolidated Statements of Income  
        for the Three Months Ended
        June 30, 1998 and June 30, 1997. . . . . . . . . . .4

        Unaudited Consolidated Statements of Income  
        for the Six Months Ended
        June 30, 1998 and June 30, 1997. . . . . . . . . .  5

        Unaudited Consolidated Statement of 
        Changes in Stockholders' Equity
        for the Six Months Ended 
        June 30, 1998 and June 30, 1997. . . . . . . . . . .6

        Unaudited Consolidated Statements of Cash
        Flows for the Six months Ended
        June 30, 1998 and June 30, 1997. . . . . . . . . .  7
 
        Notes to Unaudited Consolidated 
        Financial Statements . . . . . . . . . . . . . 8 - 10

Item 2. Management's Discussion and Analysis
        of Financial Condition and Results  
        of Operations. . . . . . . . . . . . . . . .  11 - 25

Item 3.Quantitative and Qualitative 
         Disclosures About Market Risk . . . . . . . . . . 26


                  PART II - OTHER INFORMATION

Item 4.Submission of Matters to a Vote of 
         Security Holders. . . . . . . . . . . . . . . . . 26

Item 5.Other Items . . . . . . . . . . . . . . . . . . . . 26

Item 6.Exhibits and Reports on Form 8-K  . . . . . . . . . 27

Signatures . . . . . . . . . . . . . . . . . . . . . . . . 28

<PAGE>
                  PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

FIRST NORTHERN CAPITAL CORP.
  AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
                                               
                                June 30, 1998  December 31, 1997
                                -------------  -----------------
                                       (In Thousands)                
ASSETS
<S>                               <C>            <C>
Cash                               $    6,532    $      640
Interest-earning deposits                 953           324
                                  -----------   -----------
    CASH AND CASH EQUIVALENTS           7,485           964

Securities available-for-sale, 
 at fair value               
  Investment securities                 8,738         6,799
  Mortgage-related securities              18           932
Securities held-to-maturity
  Investment securities
    (estimated fair value of
      $21,756,000 - 1998;
      $21,313,000 - 1997)              21,664        21,231
  Mortgage-related securities
     (estimated fair value of
       $9,515,000 - 1998; 
       $10,689,000 - 1997)              9,493        10,675
Loans held for sale                     2,001         2,119
Loans receivable                      609,396       593,529
Accrued interest receivable             3,604         3,646
Foreclosed properties and 
  repossessed assets                      170           153
Office properties and equipment         7,794         8,004
Federal Home Loan Bank stock            5,000         5,250
Prepaid expenses and other assets      15,009        14,394
                                     --------      --------
                                     $690,372      $667,696
                                     ========      ========
  
Liabilities                                                

Deposits                             $507,823      $481,788
Borrowings                             96,106       103,277
Advance payments by borrowers 
  for taxes and insurance               6,614         3,861
Other liabilities                       4,621         4,953
                                     --------      --------
              TOTAL LIABILITIES       615,164       593,879

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 - 1998;
  9,136,104 - 1997 shares outstanding: 
  8,859,173 - 1998; 8,845,676 - 1997    9,135         9,136
Additional paid-in capital              9,214         9,438
Unrealized gains on securities 
  available-for-sale, net of taxes        688           614
Treasury stock at cost 
  (275,562 shares - 1998;
   290,428 shares - 1997)              (2,527)       (2,316)
Retained earnings                      58,698        56,945
                                     --------      --------
    TOTAL STOCKHOLDERS' EQUITY         75,208        73,817
                                     --------      --------
                                     $690,372      $667,696
                                     ========      ========
</TABLE>
  See Notes to Unaudited Consolidated Financial Statements


<PAGE>

FIRST NORTHERN CAPITAL CORP.
  AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                      Three Months Ended           
                                           June 30                      
                                      1998           1997        
                                    -------        -------  
                                        (In Thousands,                 
                                   Except Per Share Amounts)       
Interest income:                           
<S>                                <C>           <C>
  Mortgage loans                    $ 8,260       $ 7,751
  Consumer loans                      3,307         3,022
  Investment securities                 504           458
  Interest-earning deposits              26            12
  Mortgage-related securities           152           172
                                    -------       -------
           TOTAL INTEREST INCOME     12,249        11,415
Interest expense:
  Deposits                            5,743         5,273
  Borrowings                          1,364         1,143
  Advance payments by borrowers 
    for taxes and insurance              29            28
                                    -------       -------
          TOTAL INTEREST EXPENSE      7,136         6,444
                                    -------       -------

             NET INTEREST INCOME      5,113         4,971
Provision for loan losses               105            65
                                    -------       -------
       NET INTEREST INCOME AFTER
       PROVISION FOR LOAN LOSSES      5,008         4,906

Non-interest income:
  Fees on serviced loans                 56            83
  Loan fees and service charges          78            77
  Deposit account service charges       316           305
  Insurance commissions                  62            63
  Gains on sales of loans               258            72
  Other                                 322           182
                                    -------       -------
       TOTAL NON-INTEREST INCOME      1,092           782

Non-interest expense:
  Compensation, payroll taxes and 
    other employee benefits           1,864         1,779
  Federal insurance premiums             75            75
  Occupancy                             215           222
  Data processing                       371           363
  Furniture and equipment               118           123
  Telephone and postage                 110           118
  Marketing                             139            79
  Other                                 599           575
                                    -------       -------
       TOTAL NON-INTEREST EXPENSE     3,491         3,334
                                    -------       -------
       INCOME BEFORE INCOME TAXES     2,609         2,354
Income taxes                            879           895
                                    -------       -------
                       NET INCOME   $ 1,730       $ 1,459
                                    =======       =======
       BASIC NET INCOME PER SHARE     $0.19         $0.16
                                      =====         =====
     DILUTED NET INCOME PER SHARE     $0.19         $0.16
                                      =====         =====
    CASH DIVIDENDS PAID PER SHARE     $0.09         $0.08
                                      =====         =====
</TABLE>

      See Notes to Unaudited Consolidated Financial Statements


<PAGE>

FIRST NORTHERN CAPITAL CORP.
  AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                       Six Months Ended           
                                           June 30                   
                                       1998        1997        
                                     --------    -------- 
                                         (In Thousands,          
                                    Except Per Share Amounts)
Interest income:                             
<S>                                  <C>         <C> 
  Mortgage loans                      $16,474     $15,349
  Consumer loans                        6,552       5,911
  Investment securities                 1,001         877
  Interest-earning deposits                42          22
  Mortgage-related securities             327         350
                                      -------     -------
         TOTAL INTEREST INCOME         24,396      22,509

Interest expense:
  Deposits                             11,280      10,334
  Borrowings                            2,894       2,299
  Advance payments by borrowers for 
  taxes and insurance                      41          42
                                      -------     -------
        TOTAL INTEREST EXPENSE         14,215      12,675
                                      -------     -------

           NET INTEREST INCOME         10,181       9,834
Provision for loan losses                 210         140
     NET INTEREST INCOME AFTER        -------     -------
     PROVISION FOR LOAN LOSSES          9,971       9,694

Non-interest income:
  Fees on serviced loans                  100         166
  Loan fees and service charges           136         137
  Deposit account service charges         615         594
  Insurance commissions                   169         169
  Gains on sales of loans                 454         122
  Other                                   606         330
                                      -------     -------
       TOTAL NON-INTEREST INCOME        2,080       1,518

Non-interest expense:
  Compensation, payroll taxes and 
  other employee benefits               3,671       3,565
  Federal insurance premiums              151         135
  Occupancy                               448         460
  Data processing                         735         701
  Furniture and equipment                 228         248
  Telephone and postage                   236         247
  Marketing                               237         179
  Other                                 1,180       1,094
                                      -------     -------
       TOTAL NON-INTEREST EXPENSE       6,886       6,629
                                      -------     -------
       INCOME BEFORE INCOME TAXES       5,165       4,583
Income taxes                            1,806       1,739
                                      -------     -------
                       NET INCOME     $ 3,359     $ 2,844
                                      =======     =======
       BASIC NET INCOME PER SHARE       $0.38       $0.32
                                        =====       =====
     DILUTED NET INCOME PER SHARE       $0.37       $0.31
                                        =====       =====
    CASH DIVIDENDS PAID PER SHARE       $0.18       $0.16
                                        =====       =====
</TABLE>
   See Notes to Unaudited Consolidated Financial Statements

<PAGE>
FIRST NORTHERN CAPITAL CORP.
   AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                          Unrealized Gain
                                                           on Securities            
                                                Additional   Available-
                                        Common   Paid-In      for-Sale,   Treasury  Retained                        
                                         Stock   Capital    Net of Taxes    Stock   Earnings   Total   
                                        ------- ---------- -------------- --------- --------  ------- 
                                                                (In Thousands)      

For the Six Months Ended June 30, 1998
--------------------------------------
<S>                                     <C>      <C>            <C>       <C>       <C>      <C>  
Balance at December 31, 1997             $9,136   $9,438         $614      $(2,316)  $56,945  $73,817
 Comprehensive income:
   Net income                                                                          3,359    3,359
   Other Comprehensive Income:
     Change in net unrealized gain
     on securities available-for-
     sale, net of income taxes                                     74                              74
                                         ------   ------         ----      -------   -------  ------- 
Total comprehensive income                                         74                  3,359    3,433

 Cash dividends ($.18 per share)                                                      (1,606)  (1,606)
 Retirement of common stock                  (1)     (17)                                         (18)
 Purchase of treasury stock                                                 (1,028)            (1,028)
 Exercise of stock options                          (207)                      817                610
                                         ------   ------         ----      -------   -------  -------
Balance at June 30, 1998                 $9,135   $9,214         $688      $(2,527)  $58,698  $75,208
                                         ======   ======         ====      =======   =======  =======

For the Six Months Ended June 30, 1997
--------------------------------------
Balance at December 31, 1996             $9,136   $9,841         $385      $(2,873)  $53,735  $70,224
  Comprehensive income:
     Net income                                                                        2,844    2,844
     Other Comprehensive Income:
      Change in net unrealized gain
      on securities available-for-
      sale, net of income taxes                                   110                             110
                                         ------   ------         ----      -------   -------  -------                     
  Total comprehensive income                                      110                  2,844    2,954

  Cash dividends ($.16 per share)                                                     (1,411)  (1,411)
  Retirement of common stock                                                  (441)              (441)
  Exercise of stock options                         (340)                      903                563
                                         ------   ------         ----      -------   -------  -------     
Balance at June 30, 1997                 $9,136   $9,501         $495      $(2,411)  $55,168  $71,889
                                         ======   ======         ====      =======   =======  =======

</TABLE>

<PAGE>

FIRST NORTHERN CAPITAL CORP.
  AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                            Six Months Ended  
                                                                 June 30       
                                                           1998         1997    
                                                          ------       ------ 
                                                              (In Thousands)    
OPERATING ACTIVITIES:
<S>                                                     <C>        <C> 
  Net income                                             $  3,359   $  2,844
  Adjustments to reconcile net income to cash provided
   by operating activities:
   Provision for losses on loans and real estate              210        140
   Provision for depreciation and amortization                428        436
   Gains on sales of loans                                   (454)      (122)
   Loans originated for sale                              (29,362)    (5,670)
   Proceeds from loan sales                                29,934      7,755
   (Increase) decrease in interest receivable                  42       (179)
   Increase in interest payable                               279        114
   Other                                                     (836)      (493)
                                                         --------   --------
          NET CASH PROVIDED BY OPERATING ACTIVITIES         3,600      4,825
                                                         --------   --------    
INVESTING ACTIVITIES:
  Proceeds from maturities of investment securities         6,784      2,800
  Purchases of investment securities                       (9,029)    (7,220)
  Principal repayments of mortgage-related securities       2,097        553
  Purchases of mortgage-related securities                              (989)
  Loan originations and purchases                        (107,533)   (84,614)
  Loan principal repayments                                91,384     69,947
  Purchases of office properties and equipment               (218)      (661)
  (Purchase) sale of Federal Home Loan Bank stock             250       (500)
                                                         --------   --------
              NET CASH USED BY INVESTING ACTIVITIES       (16,265)   (20,684)

FINANCING ACTIVITIES:                           
  Net increase in deposits                                 25,755     19,452
  Net decrease in short-term borrowings                   (15,971)    (9,728)
  Proceeds from long term borrowings                       19,800     33,275
  Repayments of long term borrowings                      (11,000)   (22,500)
  Maturity of security sold under agreement to repurchase             (1,000)
  Cash dividends paid                                      (1,606)    (1,411)
  Purchase of treasury stock                               (1,028)      (441)
  Retirement of common stock                                  (18)
  Proceeds from exercise of stock options                     501        465
  Net increase in advance payments by 
   borrowers for taxes and insurance                        2,753      1,016
                                                         --------   --------
          NET CASH PROVIDED BY FINANCING ACTIVITIES        19,186     19,128
                                  
  INCREASE IN CASH AND CASH EQUIVALENTS                     6,521      3,269
Cash and cash equivalents at beginning of period              964      3,563
                                                         --------   --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD               $  7,485   $  6,832
                                                         ========   ========
</TABLE>
Supplemental Information to the Statement of Cash Flows:

  Interest credited and paid on deposits                  $11,039    $10,259

  Interest paid on borrowings                               2,888      2,266

  Payments for federal and state income taxes               2,147      1,111

  Loans transferred to foreclosed properties
     and repossessed assets                                   225        175

         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. 

(2) The accompanying unaudited financial statements have been
    prepared in accordance with generally accepted accounting
    principles for interim financial information, Rule 10-01
    of Regulation S-X and the instructions to Form 10-Q.  The
    financial statements do not include all of the
    information and footnotes required by generally accepted
    accounting principles for complete financial information. 
    In the opinion of First Northern, the accompanying
    Unaudited Consolidated Statements of Financial Condition,
    Unaudited Consolidated Statements of Income, Unaudited
    Consolidated Statement of Changes in Stockholders' Equity
    and Unaudited Consolidated Statements of Cash Flows
    contain all adjustments, which are of a normal recurring
    nature, necessary to present fairly the consolidated
    financial position of the Company and subsidiaries at
    June 30, 1998 and December 31, 1997, the results of their
    income for the three and six months ended June 30, 1998
    and 1997, the changes in stockholders' equity for the six
    months ended June 30, 1998 and 1997, and their cash flows
    for the six months ended June 30, 1998 and 1997.  The
    accompanying Unaudited Consolidated Financial Statements
    and related notes should be read in conjunction with
    First Northern's 1997 Annual Report on Form 10-K.

(3) Where applicable, the historical financial information
    has been adjusted for the August 18, 1997 two-for-one
    stock split in the form of a 100% stock dividend.

(4) Securities Available-for-Sale
    The amortized cost and estimated fair values of
    securities available-for-sale are as follows:
<TABLE>
<CAPTION>

                                           Gross       Gross   
                              Amortized  Unrealized  Unrealized   Estimated 
                                 Cost       Gains      Losses     Fair Value
                              ---------  ----------  ----------- ------------
                                               (In Thousands) 
  At June 30, 1998:
  <S>                           <C>       <C>             <C>       <C>
    Asset Management Funds       $  520                    $(3)      $  517
    Federal Home Loan Mortgage    
      Corporation stock              33     $1,097                    1,130
    U.S. government and 
      agency securities           7,043         51          (3)       7,091
                                 ------     ------         ---       ------
                                  7,596      1,148          (6)       8,738
    Mortgage-related securities      18                                  18
                                 ------     ------         ---       ------
                                 $7,614     $1,148         $(6)      $8,756
                                 ======     ======         ===       ======
  At December 31, 1997:
    Asset Management Funds       $  505                    $(5)      $  500
    Federal Home Loan Mortgage    
      Corporation stock              33     $  974                    1,007
    U.S. government and 
      agency securities           5,240         55          (3)       5,292
                                 ------     ------         ---       ------
                                  5,778      1,029          (8)       6,799
    Mortgage-related securities     932                                 932
                                 ------     ------         ---       ------
                                 $6,710     $1,029         $(8)      $7,731
                                 ======     ======         ===       ======

</TABLE>
(5) Securities Held-to-Maturity
    The amortized cost and estimated fair values of investment securities 
    held-to-maturity, which consist of U.S. government and agency
    securities, are as follows:
                                                               
                                            Gross       Gross   
                               Amortized  Unrealized  Unrealized   Estimated  
                                  Cost      Gains       Losses    Fair Value 
                               ---------  ----------  ---------- ------------
                                               (In Thousands) 
       
   At June 30, 1998             $21,664      $105        $(13)      $21,756
                                =======      ====        ====       =======
   At December 31, 1997         $21,231      $101        $(19)      $21,313
                                =======      ====         ===       =======

 At June 30, 1998, these investment securities have the following maturities:

                                                   Amortized      Estimated
                                                    Cost         Fair Value
                                                    ========       ========
                                                         (In Thousands)       
   
      Due in one year or less                        $ 6,754        $ 6,764
      Due after one year through 5 years              12,910         12,989
      Due after 5 years through 10 years               2,000          2,003
                                                     -------        -------
                                                     $21,664        $21,756
                                                     =======        =======


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

                                            Gross       Gross   
                               Amortized  Unrealized  Unrealized   Estimated 
                                  Cost       Gains      Losses     Fair Value
                               ---------  ----------  ----------   ----------
                                              (In Thousands)    
   At June 30, 1998:
    <S>                         <C>           <C>        <C>         <C> 
     Federal Home Loan 
       Mortgage Corporation      $6,015        $45        $(19)       $6,041
     Federal National 
        Mortgage Association      3,478         15         (19)        3,474
                                 ------        ---        ----        ------
                                 $9,493        $60        $(38)       $9,515
                                 ======        ===        ====        ======
   At December 31, 1997:
     Federal Home Loan 
        Mortgage Corporation     $7,028        $59        $(36)       $7,051
     Federal National 
        Mortgage Association      3,647         19         (28)        3,638
                                 ------        ---        ----        ------
                                 
                                $10,675        $78        $(64)      $10,689
                                =======        ===        ====       =======
</TABLE>

(6)  Loans Receivable
     Loans receivable consist of the following:

<TABLE>
<CAPTION>
                                                  June 30     December 31
                                                   1998          1997   
                                                ----------    -----------
                                                     (In Thousands)         
         First mortgage loans:                
         <S>                                    <C>            <C>   
           One to four family residential        $410,377       $393,563
           Five or more family residential         28,811         24,506
           Commercial real estate                   5,644          9,269
           Construction-residential                17,987         19,192
           Construction-commercial                  3,371          2,156
           Other                                    2,432          2,226
                                                 --------       --------
                                                  468,622        450,912
         Consumer loans:
           Consumer                                19,281         18,200
           Second mortgage                         69,696         68,596
           Automobile                              71,698         70,276
                                                 --------       --------
                                                  160,675        157,072
                                                 --------       --------
                                                  629,297        607,984

         Less:
           Undisbursed loan proceeds               15,630         10,290
           Allowance for losses                     3,347          3,177
           Unearned loan fees                         924            988
                                                 --------       --------
                                                   19,901         14,455
                                                 --------       --------
                                                 $609,396       $593,529
                                                 ========       ========
</TABLE>

(7)  The weighted average number of shares outstanding,
     including common stock equivalents, for the three
     months ended June 30, 1998 and 1997, were 8,893,787 and
     8,838,657, respectively and for the six months ended
     June 30, 1998 and 1997 were 8,900,048 and 8,828,615,
     respectively.

(8)  Certain amounts in 1997 financial statements have been
     reclassified to conform to the
     1998 presentations.<PAGE>



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS

                  CAUTIONARY FACTORS

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


                      FINANCIAL CONDITION

BALANCE SHEET

CASH AND CASH EQUIVALENTS. Cash and cash equivalents were
$6.5 million greater at June 30, 1998, as compared to
December 31, 1997, primarily as the result of month end
customer deposits made to demand deposit accounts on June 30,
1998.   These funds are not available to be used until the
following day and therefore, it's recorded as cash for a day.
Any cash that is not immediately needed to fund loans or
operations is invested in overnight interest-earning deposits
or short-term borrowings are repaid.

SECURITIES AVAILABLE-FOR-SALE.  Investment securities
available-for-sale increased approximately $1.9 million as of
June 30, 1998, as compared to December 31, 1997, primarily as
the result of  purchases of  U.S. Agency securities and
increases in the market value of some investment securities.

Mortgage-related securities available-for-sale decreased $0.9
million at June 30, 1998, as compared to December 31, 1997,
as a result of prepayments and repayments of the underlying
mortgage loans.

SECURITIES HELD-TO-MATURITY.  Investment securities held-to-
maturity increased $0.4 million primarily as a result of
purchases of U.S. Government and agency securities.

Mortgage-related securities held-to-maturity decreased $1.2
million as a result of prepayments and repayments of the
underlying mortgage loans.

LOANS HELD FOR SALE.  At June 30, 1998, First Northern had
$2.0 million of fixed interest rate mortgage and education
loans classified as held for sale. First Northern originates
and sells most of its thirty (30) year fixed interest rate
mortgage loans and all of its education loans.  Fifteen (15)
year fixed interest rate mortgage loan originations are
retained in First Northern's loan portfolio and in the first
quarter of 1997, First Northern began to retain its twenty
(20) year fixed interest rate mortgage loan originations. 
The retention of the twenty year fixed interest rate mortgage
loans enhances interest-income while fitting into First
Northern's overall asset/liability management.

LOANS RECEIVABLE.  Loans receivable increased $15.9 million
at June 30, 1998, as compared to December 31, 1997, as a
result of mortgage loan originations and purchases.  Loan
originations and purchases are as follows:

                        LOAN ORIGINATIONS AND PURCHASES

<TABLE>
<CAPTION>
                                  Three Months Ended         Six Months Ended 
                                        June 30                   June 30       
                                   1998         1997         1998       1997
                                  ------       ------       ------     ------
                                     (In Thousands)            (In Thousands) 

Mortgage loans originated
 and purchased:
<S>                              <C>        <C>           <C>        <C>
 Construction                     $13,788    $  7,636      $ 17,800   $ 9,914
 Loans on existing property        20,609      18,893        30,795    24,651
 Refinancing                       25,415       9,389        63,194    16,224
 Other loans                          327         371           623       977
                                  -------    --------      --------   -------
Total mortgage loans 
 originated and purchased          60,139      36,289       112,412    51,766

Consumer loans originated 
 and purchased:
 Consumer                           4,134       3,205         5,949     5,092
 Second mortgage                   12,153      11,310        20,215    18,794
 Automobile                        12,696      13,776        23,989    22,194
 Education                             88          98         1,034     1,052
                                  -------    --------      --------   -------
Total consumer loans originated              
  and purchased                    29,071      28,389        51,187    47,132
                                  -------    --------      --------   -------
Total loans originated and  
  purchased                       $89,210     $64,678      $163,599   $98,898
                                  =======     =======      ========   =======

</TABLE>

Mortgage loan originations and purchases increased for the
second quarter of 1998 and the six months ended June 30,
1998, as compared to the same periods in 1997 primarily as
the result of increased refinances of existing First Northern
loans; purchases of mortgage loans originated by others; and
increased construction lending. These increased originations
are the result of the overall low mortgage loan interest
rates of fixed interest rate mortgage loans and the favorable
economy in First Northern's market area.

Consumer loan originations and purchases increased in the
second quarter of 1998 and for the six months ended June 30,
1998, as compared to the same periods in 1997 primarily as a
result of increased automobile loan originations in the
Savings Bank's jointly owned subsidiary, SFC  and second
mortgage loan originations.  SFC automobile loan originations
increased as a result of new business relationships with
additional automobile dealers throughout the state of
Wisconsin.  Second mortgage loan originations increased as a
result of direct marketing of existing First Northern
customers and the continued redesign of the second mortgage
loan product.


                                LOAN SALES

                             Three Months Ended      Six Months Ended 
                                   June 30                June 30         
                              1998        1997        1998       1997  
                             ------      ------      ------     ------
                               (In Thousands)         (In Thousands)   

 Mortgage Loans             $15,496      $2,930     $27,241     $5,301
 Education Loans              1,420       1,540       2,240      2,332
                            -------      ------     -------     ------
   Total Loans Sold         $16,916      $4,470     $29,481     $7,633          
                            =======      ======     =======     ======
 

First Northern retains all adjustable interest rate mortgage
loan originations in its portfolio; whereas, most 30 year
fixed interest rate mortgage loan originations are sold in
the secondary market.  First Northern's management
contractually committed to sell its existing education loan
portfolio and to sell its ongoing education loan
originations.

PREPAID EXPENSES AND OTHER ASSETS.  "Prepaid expenses and
other assets," which is primarily composed of bank owned life
insurance ("BOLI") increased $0.6 million at June 30, 1998,
as compared to December 31, 1997.  This increase was the
result of increased cash surrender value of the BOLI.  First
Northern's BOLI cash surrender value at June 30, 1998, was
$12.3 million as compared to $11.7 million at December 31,
1997.

DEPOSITS.  Deposits increased $26.0 million for the first six
months of 1998 as a result of offering competitive interest
rates, the acquisition of "jumbo" (certificates of deposit in
excess of $100,000) deposits and increased demand deposits. 
Jumbo deposits consist of wholesale, retail and municipal
deposits and at times, jumbo deposits are a cheaper source of
funds than retail deposits or borrowing.  First Northern's
jumbo deposits increased $9.6 million in the first six months
of 1998.

BORROWINGS.  Federal Home Loan Bank ("FHLB") borrowings
decreased $7.2 million in the six months of 1998, primarily
as the result of increased loan sales and increased deposits. 
First Northern will borrow monies if the borrowing interest
rate is a less costly form of funding for loans and
investments than acquiring deposits.  At June 30, 1998, $84.8
million are fixed interest rate borrowings and $11.3 million
are overnight borrowings.  First Northern anticipates that it
will continue to utilize borrowings in 1998 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 $2.8 million at June 30, 1998, as
compared to December 31, 1997.  The increase in escrow
dollars was the result of payments received for customer's
escrow accounts and increased number of escrow accounts. 

STOCKHOLDERS' EQUITY.  First Northern paid a cash dividend of
$0.09 per share on May 15, 1998, to stockholders of record on
May 4, 1998.  The increase of $0.01 per share represents a
12.5% increase over the second quarter of 1997 cash dividend
of $0.08 per share.

On March 20, 1998, First Northern approved a third stock
repurchase program to repurchase up to 446,101 shares (5% of
total shares outstanding) through the open market.  These
repurchased shares will be used to satisfy exercises of stock
options.  At June 30, 1998, 76,000 shares had been purchased
at an average price of $13.53 per share.

ASSET QUALITY

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

<TABLE>
<CAPTION>

                                      NON-PERFORMING LOANS AND ASSETS
                                       At June 30    At December 31
                                          1998            1997         
                                       ----------    --------------
                                           (Dollars in Thousands)        
<S>                                       <C>            <C>
Non-accrual mortgage loans                 $575           $333
Non-accrual consumer loans                   86            107
                                           ------         ----
Total non-performing loans                  661            440
Properties subject to foreclosure            86            135
     
Foreclosed properties and 
  repossessed assets                         91             18   
                                           ----           ----
Total non-performing assets                $835           $593
                                           ====           ====
Non-performing loans as a percent
  total loans                               .11%           .07%
                                            ===            ===
     
Non-performing assets as a percent
  of total assets                           .12%           .08%
                                            ===            ===
</TABLE>

Total non-performing loans increased $242,000 as of June 30,
1998, as compared to December 31, 1997, primarily as a result
of an increase in non-performing mortgage loans.  Management
believes non-performing loans and assets, expressed as a
percentage of total loans and assets, are far below state and
national averages for financial institutions.  There are no
accruing, material loans which, at June 30, 1998, management
has reason to believe will become non-performing or result in
potential losses.

In addition, management believes that the Savings Bank's
allowances 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' judgment
of information available to them at the time of their
examination.

All of First Northern's loans are domestic.  

A summary of the allowance for losses is shown below.

<TABLE>
<CAPTION>

                                               LOAN LOSS ALLOWANCES           
                                         At and for the      At and for the     
                                        Six Months Ended       Year Ended       
                                         June 30, 1998      December 31, 1997 
                                        ----------------    ----------------- 
                                                (Dollars in Thousands)          
Mortgage Loans:
 <S>                                         <C>                 <C>
  Balance at the beginning of the period      $1,624              $1,453
  Provisions for the period                       81                 170
  Recoveries:
   Commercial real estate                                              1
                                              ------              ------
  Balance at the end of the period             1,705               1,624

Consumer Loans:
  Balance at the beginning of the period       1,553               1,484
  Provisions for the period                      129                 150
  Charge-offs:
   Consumer                                      (17)                (44)
   Automobile                                    (35)                (57)
  Recoveries:
   Consumer                                        5                   8
   Automobile                                      7                  12
                                              ------              ------
  Balance at the end of the period             1,642               1,553
                                              ------              ------
Total loan loss allowances at the
  end of the period                           $3,347              $3,177
                                              ======              ======

Allowance as a percent of total loans                
                                                 .55%                .53%
                                                 ===                 ===

Allowance as a percent of
   non-performing loans                       506.35%             722.05%
                                              ======              ======
Allowance as a percent of total assets               
                                                 .48%                .48%
                                                 ===                 ===
Allowance as a percent of
   non-performing assets                      400.84%             535.75%
                                              ======              ======
</TABLE>
<PAGE>


IMPACT OF YEAR 2000

Computer programs generally abbreviated  dates by eliminating
the century digits of the year.  Many resources, such as
software, hardware, telephones, voicemail, heating,
ventilating and air conditioning, alarms, etc. ("Systems")
are affected.  These Systems were designed to assume a
century value of "19" to save memory and disk space within
their programs.

In addition, many Systems use a value of "99" in a year or
"99/99/99" in a date to indicate "no date" or "any date" or
even a default expiration date.

As the year 2000 approaches, this abbreviated date mechanism
within Systems threatens to disrupt the function of computer
software at nearly every business, including First Northern,
which relies heavily on computer systems for account and
other record keeping functions.  If the millennium issue is
ignored, system failures or miscalculations could occur,
causing disruptions of operations, including among other
things, a temporary inability to process transactions or
engage in similar normal business activities.  First Northern
out sources a majority of its data processing functions to a
Milwaukee, Wisconsin--based company, Fiserv, Inc. ("Fiserv"). 
Because year 2000 problems could affect Fiserv, and hence the
Savings Bank through its relationship with Fiserv, the
Savings Bank has discussed potential year 2000 problems with
Fiserv.  These discussions have kept the Savings Bank abreast
of Fiserv's progress in anticipating and avoiding year 2000
problems that could affect First Northern's operations.  At
June 30, 1998, Fiserv has advised First Northern that it has
fully tested or renovated their systems for year 2000 issues. 
Client testing, which First Northern will participate in,
will take place in the third or fourth quarter of 1998.

Based on recent assessments, First Northern has determined
that it will be required to modify or replace certain
portions of its internal software and hardware so that its
Systems will function properly with respect to dates on or
after September 9, 1999 ("9/9/99").  It is currently
anticipated that the cost of these modifications will not
exceed a total of  $150,000 (pre-tax).  At June 30, 1998,
approximately $75,000 has been spent on new equipment,
software or other expenses for year 2000.  First Northern
presently believes that with these modifications, the year
2000 will not pose significant operational problems for its
Systems.  However, if such modifications and conversions are
not made, or are not completed in a timely manner, the year
2000 could have a adverse impact on the operations of First
Northern.

First Northern has currently completed the awareness,
inventory and assessment phases of its year 2000 project. 
The analysis, conversion, implementation and testing phases
are expected to be completed by the fourth quarter of 1998. 
At this time, the analysis phase is approximately 95%
completed and the conversion, implementation and testing
phases are approximately 35% completed.  The post
implementation phase, which includes contingency planning, is
20% completed and is anticipated to be completed in the
fourth quarter of 1998.  First Northern expects to primarily
use internal resources to reprogram, upgrade or replace and
test its internal Systems.  External consulting services are
being used to examine SFC.

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

               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.  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 six
months ended June 30, 1998 and 1997 have been annualized.
<TABLE>
<CAPTION>

                                            Six Months Ended June 30          
                                         1998                       1997       
                               -------------------------  -------------------------       
                                         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                 $445,444  $16,474   7.40%  $419,927  $15,349  7.31%
 Consumer loans                  159,347    6,552   8.22    141,710    5,911  8.34
 Investment securities (2)        32,253    1,001   6.21     27,948      877  6.28
 Interest-earning deposits         1,498       42   5.61        732       22  6.01
 Mortgage-related securities (2)  10,461      327   6.25     10,959      350  6.39
                                --------  -------   ----   --------  -------  ----
TOTAL                            649,003   24,396   7.52    601,276   22,509  7.49
 
Interest-bearing liabilities:
 Passbook accounts                62,284      685   2.20     59,148      637  2.15
 NOW and variable rate insured
   money market accounts         112,253    1,388   2.47    103,193    1,229  2.38
 Time deposits                   318,988    9,207   5.77    302,391    8,468  5.60
 Advance payments by borrowers
  for taxes and insurance          3,546       41   2.31      3,765       42  2.23
 Borrowings                       99,379    2,894   5.82     78,761    2,299  5.84
                                --------  -------   ----   --------  -------  ----       
 TOTAL                           596,450   14,215   4.77    547,258   12,675  4.63
                                --------  -------   ----   --------  -------  ----

Net interest-earning assets 
 balance and interest
  rate spread                   $ 52,553            2.75%  $ 54,018           2.86%
                                ========            ====   ========           ====
Average interest-earning
 assets, net interest income
 and net yield on average
 interest-earning assets        $649,003  $10,181   3.14%  $601,276  $ 9,834  3.27%
                                ========  =======   ====   ========  =======  ====
Average interest-earning assets 
 to interest-bearing liabilities   108.8%                     109.9%
                                   =====                      =====    
</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>
<CAPTION>
                                       Year Ended December 31   
                                                1997                    
                                      ------------------------
                                              Interest               
                                      Average  Earned/  Yield/
                                      Balance   Paid     Rate 
                                      -------  -------  ------ 
                                      (Dollars In Thousands)                    
 Interest-earning assets (1):         
 <S>                                 <C>       <C>      <C>
   Mortgage loans                     $426,748  $31,443  7.37%
   Consumer loans                      148,614   12,529  8.43         
   Investment securities (2)            29,154    1,844  6.33         
   Interest-earning deposits               762       45  5.91      
   Mortgage-related securities (2)      11,558      735  6.36
                                      --------  -------  ----
   TOTAL                               616,836   46,596  7.55
 
 Interest-bearing liabilities:
   Passbook accounts                    60,057    1,322  2.20
   NOW and variable rate insured
     money market accounts             104,665    2,536  2.42
   Time deposits                       307,423   17,579  5.72
   Advance payments by borrowers
     for taxes and insurance             6,652      149  2.24
   Borrowings                           82,644    4,905  5.94
                                      --------  -------  ----
   TOTAL                               561,441   26,491  4.72
                                      --------  -------  ----
Net interest-earning assets balance
 and interest rate spread             $ 55,395           2.83%
                                      ========           ====

Average interest-earning
 assets, net interest income
 and net yield on average
 interest-earning assets              $616,836  $20,105  3.26%
                                      ========  =======  ====

Average interest-earning assets 
 to interest-bearing liabilities         109.9%                     
                                         =====
</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.


<PAGE>

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>
<CAPTION>
                                 Six Months Ended June 30               
                                       1998 vs 1997                           
                             ---------------------------------
                                 Increase(decrease) due to:               
                             ---------------------------------
                                      (In Thousands)   
                                                Rate/          
                              Rate   Volume    Volume   Total  
                             ------ --------  -------- -------
Interest-earning assets:
<S>                          <C>     <C>       <C>    <C> 
  Mortgage loans              $189   $  925     $ 11   $1,125
  Consumer loans               (85)     737      (11)     641
  Investment securities        (10)     136       (2)     124
  Interest-earning deposits     (1)      23       (2)      20
  Mortgage-related securities   (8)     (15)              (23)
                              ----   ------     ----   ------
  TOTAL                       $ 85   $1,806     $ (4)   1,887
                              ====   ======     ====   ------

Interest-bearing liabilities:
  Passbook accounts           $ 15   $   32    $   1       48
  NOW and variable rate
   insured money market 
    accounts                    46      109        4      159
  Time deposits                257      468       14      739
  Advance payments by borrowers
    for taxes and insurance      2       (3)               (1)
  Borrowings                    (8)     605       (2)     595
                              ----   ------     ----   ------
  TOTAL                       $312   $1,211     $ 17    1,540
                              ====   ======     ====   ------
Net change in net interest
  income                                               $  347
                                                       ======

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                 Year Ended December 31                
                                      1997 vs 1996                        
                           ---------------------------------
                               Increase(decrease) due to:              
                           ---------------------------------
                                      (In Thousands)                       
                                               Rate/          
                            Rate     Volume   Volume   Total  
                           ------    ------   ------   ----- 
Interest-earning assets:
<S>                        <C>     <C>       <C>     <C>
 Mortgage loans             $ 763   $ 1,801   $  48   $2,612
 Consumer loans              (88)     1,908     (16)   1,804
 Investment securities         15       245       2      262
 Interest-earning deposits      6       (25)     (2)     (21)
 Mortgage-related securities  (14)       79      (2)      63
                            -----   -------   -----   ------ 
TOTAL                       $ 682   $ 4,008   $  30    4,720
                            =====   =======   =====   ------

Interest-bearing liabilities:
     
 Passbook accounts          $ (23)   $   33   $  (1)       9
 NOW and variable rate
   insured money market
    accounts                   92        54       2      148
 Time deposits                175       852       9    1,036
 Advance payments by borrowers
   for taxes and insurance     (2)      (11)             (13)
 Borrowings                    77     1,976      55    2,108
                            -----    ------    ----   ------

 TOTAL                      $ 319    $2,904     $65    3,288
                            =====    ======     ===   ------
Net change in net interest
 income                                               $1,432
                                                      ======

</TABLE>


<PAGE>


STATEMENTS OF OPERATIONS AND INCOME

GENERAL. Net income increased 18.6% and 18.1% for the second
quarter of 1998 and the first six months of 1998
respectively, as compared to the same periods in 1997.  The
increase was primarily the result of increased interest-
earning assets outstanding non-interest income and gains on
sales of loans.

INTEREST INCOME.  Interest income on mortgage loans increased
$509,000 in the second quarter of 1998 and $1,125,000 for the
first six months of 1998, as compared to the same periods in
1997 as a result of the increased dollar amount of mortgage
loans outstanding and the increased average yield on the
mortgage portfolio.  The average mortgage loans outstanding
for the six months ended June 30, 1998, increased 6.1% as
compared to the same period in 1997. 

However, since the beginning of 1998, First Northern has been
reducing the level of upward interest rate adjustments or in
some cases, de-escalating interest rate adjustable mortgage
loans in response to the current interest rates on fixed and
adjustable mortgage loans.  The current interest rate
environment also has made fixed interest rate mortgage loans
more popular.  In the first six months of 1998, $60.2 million
of fixed interest rate mortgage loans were originated as
compared to $7.8 million in the first six months of 1997. 


Interest income on consumer loans increased $285,000 in the
second quarter of 1998 and $641,000 in the first six months
of 1998 as compared to the same periods in 1997, as a result
of increased consumer loans outstanding.  Average consumer
loans outstanding increased $17.6 million in the first six
months of 1998 as compared to the same period in 1997.  This
increase in average consumer loans outstanding is the result
of increased purchases of indirect automobile loans from SFC,
increased second mortgage loan originations ( a result of
redesigning the open line-of-credit second mortgage loan
product) and increased originations of other consumer loans. 
The average yield on consumer loans decreased slightly for
the first six months of 1998 as compared to the same in 1997
as a result of overall market interest rates declining.

Average investment securities outstanding increased $4.3
million for the first six months of 1998 as compared to the
first six months of 1997 which resulted in an increase in
investment securities income of $124,000.  Interest income on
investment securities increased $46,000 for the second
quarter of 1998 as compared to the same period in 1997 as a
result of increased investment securities outstanding.  First
Northern purchases investment securities when it
incrementally adds to the overall profitability of the
Company and to aid in its asset and liability management.

Interest income on mortgage-related securities decreased in
the second quarter of 1998 and the six months ended June 30,
1998, as compared to same periods in 1997 as a result of
decreased mortgage-related securities outstanding.  Mortgage-
related securities outstanding decreased as a result of pre-
payments to the mortgage loans underlying the securities.

INTEREST EXPENSE.  Interest expense on deposits increased
$470,000 in the second quarter of 1998 and $946,000 for the
first six months of 1998 as compared to the same periods in
1997 as a result of increased deposits outstanding and
increased cost of deposits.  First Northern has utilized
various time deposit terms and "special" interest rates on
those various time deposit terms to attract new deposits.  In
addition, the Savings Bank has acquired jumbo deposits to aid
its deposit growth (See Financial Condition   Balance Sheet  
Deposits).

Interest expense on borrowing increased $221,000 in the
second quarter of 1998 and $595,000 for the six months ended
June 30, 1998, as compared to the same periods in 1997 as a
result of increased average borrowings outstanding.  First
Northern anticipates it will continue to emphasize growth in
interest-earning assets and will fund a portion of this
growth with borrowings if it incrementally adds to the
profitability to the Company.  First Northern primarily
borrows from the Federal Home Loan Bank of Chicago and
ladders the borrowings maturities from overnight to 10 years.

PROVISION FOR LOAN LOSSES.  First Northern increased its
provision for loan losses in the second quarter of 1998 and
the first six months of 1998 as a result of changes within
the composition of the loan portfolio and growth in the loan
portfolio.  The loan loss allowance as of June 30, 1998, was
$3,347,000 or .55% of total loans and 506.4% of non-
performing loans.

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

NON-INTEREST INCOME.  Fees on serviced loans for the second
quarter of 1998 and the first six months of 1998 decreased
primarily as a result of the amortization of mortgage
servicing assets in accordance with generally accepted
accounting principles.  As the principal of  a mortgage loan
which was sold (with servicing retained), repays or prepays,
the mortgage servicing asset is reduced and netted from fees
on serviced loans, thereby reducing the income on the
serviced loans.

Deposit account service charges increased $11,000 in the
second quarter of 1998 and $21,000 for the six months ended
June 30, 1998, primarily as a result of debit card fee
income.  Each time a Savings Bank 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.

Gains on the sale of loans increased substantially in the
second quarter of 1998 and the first six months of 1998 as
compared to the first quarter of 1997 as a result of
increased loan sales. (See Financial Condition--Balance
Sheet--Loan Receivable)

Other non-interest income increased $140,000 in the three
months ended June 30, 1998 and $276,000 in the first six
months of 1998, as compared to the same periods in 1997,
primarily as the result of BOLI.  In December of 1997, First
Northern purchased $7.4 million of life insurance to
partially offset the future cost of employee benefits. 

NON-INTEREST EXPENSE.  Compensation expense increased $85,000
in the second quarter of 1998 as a result of salary increases
and accruals for the directors deferred retirement plan and
officers supplemental retirement plan.

Occupancy expenses decreased for the second quarter and first
six months of 1998 as compared to the same periods in 1997
primarily as the result of the reduced amount of landscape
maintenance.  In 1997, landscape maintenance expense was
increased as a result of refurbishing the landscape at a
number of offices.

Data processing expense increased $8,000 in the second
quarter of 1998 and $34,000 in the first six months of 1998
primarily as the result of the PC based teller system
installed in 1997 and its related expenses.

Furniture and equipment expense decreased $5,000 in the three
months ended June 30, 1998 and $20,000 in the six months
ended June 30, 1998, primarily as a result of a reduction in
furniture and equipment depreciation.  A number of pieces of
furniture were fully depreciated in the fourth quarter of
1997, thereby reducing the depreciation expense on an ongoing
basis.

Marketing expense for the second quarter and the first six
months of 1998 increased substantially as a result of
increased advertising and marketing of deposits and loan
products.  First Northern believes that growth in lending and
deposit volumes necessitates increased marketing of those
products and hence, increased marketing costs.

Other expenses increased for the three and six months ended
June 30, 1998, as compared to the same periods in 1997
primarily as a result of increased costs associated with the
operations of SFC, professional fees and costs associated
with the debit-card.

INCOME TAXES.  The effective income tax rate for the second
quarter of 1998 was 33.7% as compared to 38.0% in the second
quarter of 1997 and 35.0% for the six months ended June 30,
1998, as compared to 37.9% for the six months ended June 30,
1997.  The decrease in effective income tax rate in the
second quarter of 1998 and the first six months of 1998 was
the result of the purchase of BOLI.  Since the Company
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
which has reduced state franchise taxes.


<PAGE>
                LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY

Federal regulations historically have required the Savings
Bank to maintain minimum levels of liquid assets.  The
required percentage has varied from time to time based upon
economic conditions and savings flows, and is currently 5% of
net withdrawable deposits and borrowings payable on demand or
in one year or less during the preceding calendar month. 
Liquid assets for purposes of this ratio include cash,
certain time deposits, U.S. Government and agency securities
and other obligations generally having remaining maturities
of less than five years.  The Savings Bank has historically
maintained its liquidity ratio at a level in excess of that
required by the Office of Thrift Supervision ("OTS").  The
Savings Bank's monthly average liquidity ratio at June 30,
1998, was 6.19%, as compared to 5.67% at December 31, 1997. 
The  liquidity ratio increased slightly as compared to the
liquidity ratio at December 31, 1997, as a result of the
purchase of investment securities.  The Savings Bank believes
that its maintenance of excess liquidity, above the 5%
federally required total liquidity ratio, is an appropriate
strategy to aid in proper asset and 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 managements'
assessment of: 
(i) expected loan demand; (ii) expected deposit flows; (iii)
yields available on interest-earning deposits; and (iv) the
objectives of its asset and 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
in the 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,
1998, for State of Wisconsin regulatory requirements was
10.30% or 4.30% over the Wisconsin minimum legal requirement
of 6.00% of total assets established by the Division of
Savings Institutions of the Department of Financial
Institutions, which regulates First Northern.  The OTS
capital rules require savings associations to meet three
separate capital standards: (i)Tangible capital equal to 1.5%
of adjusted total assets; (ii) Core capital equal to 3% of
adjusted total assets; and (iii) Risk-based capital equal to
8.0% of the value of risk weighted assets.  

As of June 30, 1998, 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 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, as of June 30, 1998, that the Savings Bank exceeds
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>
<CAPTION>

                                                                  To Be Well
                                            Maximum 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, 1998:
<S>                         <C>      <C>     <C>       <C>     <C>       <C> 
 Tangible Capital            $66,520   9.7%   $10,328   1.5%      N/A      N/A 
  (to Tangible Assets)      
 Core Capital                 66,520   9.7%    20,656   3.0%    $34,419   5.0%
  (to Tangible Assets)
 Risk-Based Capital           69,867  15.7%    35,489   8.0%     44,362  10.0%
  (to Risk-Weighted Assets)
 State of Wisconsin Capital   71,132  10.3%    41,420   6.0%     41,420   6.0%
  (to Total Assets)

As of December 31, 1997:
 Tangible Capital            $68,073  10.2%   $ 9,988   1.5%      N/A     N/A 
  (to Tangible Assets)
 Core Capital                 68,073  10.2%    19,976   3.0%     33,293   5.0%
  (to Tangible Assets)
 Risk-Based Capital           71,250  16.7%    34,232   8.0%     42,790  10.0%
  (to Risk-Weighted Assets)
 State of Wisconsin Capital   72,318  10.8%    40,062   6.0%     40,062   6.0%
  (to Total Assets)



<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.     

          Not applicable


                  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 22, 1998, 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 2001.  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 OF NOMINEE                    FOR        WITHHELD
       Directors with terms expiring in 2001
        Michael D. Meeuwsen                    7,676,460       83,210
        J. Gus Swoboda                         7,675,882       87,268

       Messrs. Howard M. Frankenthal, Robert J. Mettner and Richard C. Smits
       terms as directors continue until 1999.   Messrs. Thomas J. Lopina, Sr. 
       and Robert B. Olson terms as directors continue until 2000.

ITEM 5. OTHER INFORMATION
        
        DEADLINES FOR SHAREHOLDER PROPOSALS

        Pursuant to Rule 14a-5(e) under the Securities Exchange Act of 1934,
        as amended effective June 29, 1998:

          (1)  The deadline for submitting shareholder
               proposals for inclusion in the Company's proxy
               statement and form of proxy for the Company's
               1999 annual meeting of shareholders pursuant
               to Rule 14a-8 is November 17, 1998.

          (2)  The date after which notice of a shareholder
               proposal submitted outside the processes of
               Rule 14a-8 is considered untimely is February
               17, 1999.                        

<PAGE>
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 quarter for which
              this report is filed.  

<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 13, 1998                  /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)







<PAGE>

                     FIRST NORTHERN CAPITAL CORP.
                          (THE "REGISTRANT")

                      COMMISSION FILE NO. 0-27982

                               * * * * *
                            EXHIBIT INDEX

                                  TO
 
                SECOND QUARTER 1998 REPORT ON FORM 10-Q


Exhibit                           Incorporated Herein      Filed or Submitted 
Number     Description              By Reference To             Herewith       
-----------------------------------------------------------------------------
 11.1  Statement regarding computation
        of per share earnings                                       X

 27.1  Financial Data Schedule, which is
       submitted electronically to the 
       Securities and Exchange
       Commission for information 
       only and not filed.                                          X

27.2   Restated Financial Data Schedule for the 
       six months ending June 30, 1997, due to the
       adoption of FAS 128 in fiscal year 1998, 
       which is submitted electronically to the 
       Securities and Exchange Commission
       for information only and not filed.


<PAGE>                                                                         
                                                                 Exhibit 11.1


                         First Northern Capital Corp.
                  Computation of Net Income Per Common Share


</TABLE>
<TABLE>
<CAPTION>
                                       Three Months             Six Months     
                                       Ended June 30           Ended June 30  
                                    --------------------   --------------------
                                      1998        1997       1998        1997  
                                    ---------  ---------   ---------  ---------
BASIC:                             
<S>                               <C>         <C>         <C>        <C>
Weighted average common shares     
  outstanding during each period    8,893,787  8,838,657   8,900,048  8,828,615
                                    =========  =========   =========  =========

DILUTED:                           
Weighted average common shares     
  outstanding during each period    8,893,787  8,838,657   8,900,048  8,828,615
Incremental shares relating to:             
  Dilutive stock options outstanding
   at end of each period (1)          257,836    210,462     260,122    204,922
                                    ---------  ---------   ---------  ---------
                                    9,151,623  9,049,119   9,160,170  9,033,537
                                    =========  =========   =========  =========
NET INCOME FOR EACH PERIOD         $1,730,089 $1,459,119  $3,359,501 $2,844,186
                                   ========== ==========  ========== ==========

PER COMMON SHARE AMOUNTS:
  Basic net income                      $0.19      $0.16       $0.38      $0.32
                                        =====      =====       =====      =====
  Diluted net income                    $0.19      $0.16       $0.37      $0.31
                                        =====      =====       =====      =====
</TABLE>
-------------------------

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