UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON,  D.C.   20549

                                F O R M   1 0 - K

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                         THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended     DECEMBER 31, 1996

                           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 Identification No.)
  incorporation or organization)

201 NORTH MONROE AVE.,  P.O. BOX 23100,  GREEN BAY, WI          54305-3100
     (Address of principal executive offices)                   (Zip Code)

       Registrant's telephone number, including area code:(414) 437-7101

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

                                      NONE

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

                         COMMON STOCK, $1.00 PAR VALUE
                                  (Title of class)
     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

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]

     As of February 28, 1997, 4,424,335 shares of Common Stock were outstanding,
and the aggregate market value of the Common Stock (based upon the $18.625 last
sale price quotation on the NASDAQ National Market System as reported in the
Wall Street Journal) held by non-affiliates (excludes a total of 542,546 shares
reported as beneficially owned by directors and executive officers or held in
the registrant's 401(k) Savings Plan; does not constitute an admission as to
affiliate status) was approximately $72,298,320.

                         DOCUMENTS INCORPORATED BY REFERENCE
                              PART OF FORM 10-K INTO WHICH
     DOCUMENT                           PORTIONS OF DOCUMENT ARE INCORPORATED
Annual Report to Stockholders for
Fiscal Year Ended December 31, 1996                  Parts I and II

Proxy Statement for Annual Meeting of
Stockholders on April 30, 1997                       Part III



<PAGE>

                           FIRST NORTHERN CAPITAL CORP.
      FORM 10-K ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION
                      FOR THE YEAR ENDED DECEMBER 31, 1996

                                TABLE OF CONTENTS

ITEM                                                                   PAGE

                                     PART I
1.  Business  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1-30
2.  Property  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30-31
3.  Legal Proceedings   . . . . . . . . . . . . . . . . . . . . . . . .   31
4.  Submission of Matters to a Vote of Security Holders   . . . . . . .   31
    Executive Officers of the Registrant  . . . . . . . . . . . . . . .  31-33

                                     PART II

5.  Market for Registrant's Common Equity and
      Related Stockholders Matters  . . . . . . . . . . . . . . . . . .   33
6.  Selected Financial Data   . . . . . . . . . . . . . . . . . . . . .   33
7.  Management s Discussion and Analysis of Financial
      Conndition and Results of Operations  . . . . . . . . . . . . . .   33
8.  Financial Statements and Supplementary Data   . . . . . . . . . . .   33
9.  Changes in and Disagreements with Accountants
      on Accounting and Financial Disclosure   . . . . . . . . . . . . .  33

                                     PART III

10. Directors and Executive Officers of the Registrant  . . . . . . . . . 33
11. Executive Compensation  . . . . . . . . . . . . . . . . . . . . . . . 33
12. Security Ownership of Certain Beneficial Owners and Management  . . . 33
13. Certain Relationships and Related Transactions  . . . . . . . . . . . 34

                                      PART IV

14. Exhibits, Financial Statement Schedules and Reports on Form 8-K   . . 34
    Signatures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
<PAGE>



                                  PART I.
ITEM 1.  BUSINESS

OVERVIEW.    First  Northern  Capital  Corp.  (the  "Company" or "First
Northern"), a unitary savings and loan holding  company, was incorporated in
Wisconsin in 1995 for the purpose of owning all of the outstanding stock of
First  Northern  Savings  Bank, S.A. (the "Savings Bank"), a Wisconsin
chartered capital stock savings and loan association, which reorganized into
the  holding  company  structure  effective  December  20,  1995 (the
"Reorganization").   At that date, each outstanding share of the Savings
Bank's common stock was converted into  one  share of the Company's common
stock.  Consequently, the former holders of all the outstanding stock of the
Savings Bank acquired the same proportionate ownership interest in First
Northern as they had held in the  Savings  Bank.   The consolidated
capitalization, assets, liabilities, income and other financial data of First
Northern  immediately  following the Reorganization were substantially the
same as those of the Savings Bank  immediately  prior to consummation of the
Reorganization.  The Reorganization was effected to provide greater
flexibility  in  meeting the Company's future financial and competitive needs.
All data presented in this  Report  for  dates  and  periods prior to
December 20, 1995 relates to the Savings Bank.  All references herein  to
First  Northern  or the Company for any date or period prior to consummation of
the Reorganization shall be deemed to refer to the Savings Bank.

     The  Savings  Bank  is  the  only direct subsidiary of the Company and its
operations are the primary contributor  to  the  Company's  earnings  and
expenses.  The  Savings  Bank's business consists primarily of attracting
deposits  from  the  general  public  and  originating loans throughout its
Northeastern Wisconsin branch  network.  Great  Northern Financial Services
Corporation ("GNFSC") (formally known as Great Northern Development
Corporation),  a  wholly-owned  subsidiary of the Savings Bank, offers full
brokerage services to the  public,  including  the  sale  of  tax  deferred
annuities  and  mutual funds, and sells credit life and disability  insurance.
Another wholly-owned subsidiary, First Northern Investments, Inc. ("FNII"),
manages a majority  of  the  Savings  Bank's  investments.  The Savings Bank's
50% owned subsidiary, Savings Financial Corporation ("SFC"), originates,
services and sells automobile loans to its parent corporations.

     First  Northern is based in Green Bay, Wisconsin and conducts its business
from 20 offices located in a  contiguous, eight-county (Brown, Marinette,
Manitowoc, Door, Shawano, Outagamie, Waupaca, and Calumet) area in Northeastern
Wisconsin.

     The  statistical  disclosures  and  other  information  in  this  Item  1
concerning First Northern's operations  and  financial  condition should be
read in conjunction with  Management's Discussion and Analysis of  Financial
Condition and Results of Operations (which includes additional statistical
information) and the Consolidated  Financial  Statements  and  Notes  thereto
incorporated  by  reference in Items 7 and 8 hereof, respectively.

     On  September  18,  1992,  First  Northern effected a 2-for-1 stock split
in the form of a 100% stock dividend.  Unless otherwise indicated, all shares
and per share information reflect the stock split.

CAUTIONARY  FACTORS.    The Form 10-K and Annual Report 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.

THE  GENERAL THRIFT INDUSTRY.  The operations of First Northern and the Savings
Bank, as well as other savings associations  and  other  financial institutions,
are significantly influenced by general economic conditions, by  the  related
monetary, tax and fiscal policies of the federal government and by the policies
of regulatory authorities,  including  the  Board  of Governors of the Federal
Reserve System ("Federal Reserve Board"), the Office  of  Thrift  Supervision
("OTS"), the Federal Deposit Insurance Corporation ("FDIC") and in the case of
First  Northern and the Savings Bank, the Wisconsin Department of Financial
Institutions---Division of Savings Institutions  ("WDFI-Administrator")
(formerly the "Wisconsin  Commissioner  of  Savings  and Loan).  First
Northern's  results of operations are also affected by accounting principles
and regulations adopted by the Financial  Accounting  Standards Board ("FASB")
and other organizations.  Deposit flows and costs of funds are influenced by
interest rates on competing investments, general  market  rates of interest,
the level of personal  savings and the public perception of the financial
strength of the industry.  Lending activities are affected  by  the  demand
for  mortgage  financing and other types of loans, which in turn is affected
by the interest  rates at which such financing may be offered and market forces
acting upon the supply of housing and the availability of funds.

RECAPITALIZATION OF SAIF.  As anticipated, the Savings Association Insurance
Fund ( SAIF ) of the FDIC was recapitalized  during  1996  by  a  one-time
special  assessment imposed on all SAIF members.  The $2,856,000 assessment
paid  by  First  Northern  had  a  significant impact on its 1996 financial
results.  However, the effect  of  the  recapitalization  is  a significant
reduction in federal deposit insurance premiums for SAIF-insured institutions
on an ongoing basis.  See  Management s Discussion and Analysis of Financial
Condition and Results of Operations  incorporated by reference in Item 7
hereof.

ACQUISITIONS.  On April 28, 1994, Prime Federal Bank, FSB ("Prime Federal")
merged with and into the Savings Bank.  As a part of the business combination,
the Savings Bank exchanged 2.8275 shares of its common stock for  each  share
of  Prime Federal common stock outstanding, resulting in the issuance of
1,243,000 shares of the  Savings  Bank's common stock.  The transaction was
accounted for as a pooling of interests; consequently, financial data for
years prior to 1994 have been restated to include the operating results of
Prime Federal.

    On  June  12,  1992,  the  Savings  Bank  completed  its  acquisition  of
New London Savings and Loan Association  ("New  London").  As  part  of the
transaction, New London converted from a Wisconsin chartered mutual  savings
and loan association to a Wisconsin chartered stock savings institution and
simultaneously merged  with and into the Savings Bank.  The Savings Bank issued
679,584 shares of its common stock to certain members  of  New  London, other
eligible subscribers, and the general public for approximately $6.1 million of
additional capital.

MARKET  AREA  AND  COMPETITION.   First Northern's primary market area is an
eight county area in Northeastern Wisconsin  which surrounds Green Bay, the
third largest city in Wisconsin.  First Northern operates 20 offices located
in 15 cities in this area.  These counties and cities are serviced by four
Green Bay area television stations and are included in the circulation of a
Green Bay newspaper.

    Financial  organizations,  such  as First Northern, experience intense
competition in both attracting and  retaining  deposits  and  in making real
estate and consumer loans.  First Northern's management believes that its
share  of  the deposit and mortgage lending markets in its primary market area
is approximately 10% and  10%, respectively.  Most  direct competition for
deposits has come from savings and loan associations, commercial  banks,
credit  unions,  stock  brokerage  firms  and  money  market mutual funds.  In
addition to offering  competitive  types  of  accounts and interest rates, the
principal methods used by First Northern to attract  deposits  include  the
offering  of  a variety of services, and convenient business hours and branch
locations, with inter-branch deposit and withdrawal privileges at each location.
Competition in originating real  estate  loans  comes  primarily  from other
savings institutions, commercial banks and mortgage bankers.

     The  primary  factors  in competing for loans are interest rates and
interest rate adjustment provisions, loan fees and the quality of service to
borrowers.

     The  Wisconsin  Statutes  governing  savings  associations  and  their
holding companies provide for regional  reciprocal interstate banking which
permits additional competitors to enter First Northern's primary market and
may tend to create further concentration in the financial services industry.
Under Wisconsin law, Wisconsin  chartered  savings  institutions  may open
branches in Illinois, Indiana, Iowa, Kentucky, Michigan, Minnesota,  Missouri
and  Ohio, provided that reciprocal legislation is adopted in such states
(the "Regional States").  Currently, all but Missouri have adopted reciprocal
legislation.  A Wisconsin based savings and loan  holding  company  is  able
to  acquire  a savings institution or holding company in any of the Regional
States and such a holding company located in a Regional State is able to make
similar acquisitions in Wisconsin.  In addition, the Riegle-Neal Interstate
Banking and Branching Efficiency Act of 1994, which allows  bank  holding
companies that are adequately  capitalized and adequately managed to acquire
banks anywhere  in  the nation regardless of whether the acquisition is
prohibited under state law, is also expected to create further competition and
concentration in the financial services industry.

LENDING  ACTIVITIES.  First  Northern has traditionally concentrated on
originations of adjustable and fixed interest rate one- to four-family mortgage
loans and consumer loans. First Northern also originates five or more family
residential, commercial real estate and short-term construction mortgage loans.
Adjustable interest rate mortgage loans are originated for First Northern's
portfolio while fixed interest rate mortgage loans,  particularly  those  with
terms greater than 15 years, are primarily originated for sale in the secondary
mortgage  market.  At December 31, 1996, approximately 90% of First Northern's
mortgage loan portfolio was interest rate adjustable.

    To  aid  in  matching  maturities  of  its  assets  and liabilities, First
Northern originates second mortgage  loans,  automobile,  boat,  recreational
vehicle and other types of consumer loans.  These loans are generally  of
shorter  maturities  than  first  mortgage loans and are originated at both
adjustable or fixed interest rates.

     First  Northern lends primarily in its eight county market area in
Northeastern Wisconsin.  At December  31,  1996,  approximately  99.0%  of  the
total  dollar  amount  of First Northern s mortgage loans outstanding were on
properties located in Wisconsin with the other 1.0% representing properties
located primarily in other Midwestern states.

     First  Northern's loan portfolio of $563.9 million before deductions at
December 31, 1996 was 91.6% by dollar  volume  of  its  total  assets.  As of
that date, approximately 69.6% by dollar volume of the loan portfolio
consisted  of  conventional first mortgage loans secured by one- to four-family
residences, with an additional 24.4% by dollar volume in consumer loans, 3.6%
by dollar volume in multi-family (more than four) residential properties, 2.1%
by dollar volume in commercial real estate properties and .3% in other
properties.

LOAN  INTEREST  RATES  AND  TERMS.  Interest rates charged on First Northern's
loans are affected primarily by the  demand for such loans and the supply and
cost of money available for lending purposes.  These factors are in  turn
affected  by  general  economic conditions and such other forces as monetary
policies of the federal government, including the Federal Reserve Board, the
general supply of money, tax policies and governmental budgetary  matters.
Certain  lending  activities of Wisconsin chartered savings associations are
subject to Wisconsin usury laws.

    The maturities and average periods that loans actually remain outstanding,
together with the variability of loan interest provisions, in each case as
compared with the corresponding factors for loan funding sources, are the key
determinants of a lender's exposure to interest rate risk.  First Northern
estimates  that  the  average  range of time mortgage loans are outstanding is
approximately six to ten years.  Loan  sales  may  also  be  used  as a means
of reducing interest rate risk.  First Northern's general policy, which is
subject to review by management as a result of changing market and economic
conditions, and other factors,  is  to  retain  all  adjustable  interest  rate
mortgage  loans  in its portfolio and to keep up to approximately 20% of the
mortgage portfolio in fixed interest rate mortgage loans.  First Northern
estimates that  generally  not  more than  5% of the total mortgage portfolio
will be in 30 year fixed interest rate mortgage  loans.   This policy is part
of First Northern's asset/liability management strategy.  Prior to mid-1993,
it was First Northern's practice when selling its mortgage loans through the
secondary market to retain 5% ownership and the loan servicing.  In mid-1993,
First Northern began to sell mortgage loans on a whole loan (100%) basis while
retaining the loan servicing.  First Northern adjusted its method of selling
mortgage loans to conform more closely with national standards for loan sales.

    Mortgage  loans  made  by  First Northern generally are long-term loans,
amortized on a monthly basis with  principal  and interest due each month.
Borrowers have the option to prepay loans, in whole or in part, subject to a
possible prepayment penalty, which on loans originated prior to November 1,
1981, is 90 days interest  on  the  amount  by  which  aggregate  principal
prepayments for a 12-month period exceed 20% of the original  amount  of the
loan.  If the loan was originated after November 1, 1981, and the rate of
interest is not  based on  fluctuations in  an index, the penalty is 60 days
interest on the amount by which aggregate principal prepayments for a
12-month period exceed 20% of the original amount of the loan if the prepayment
occurs  within  five years of the date of the loan.  Adjustable interest rate
loans tied to fluctuations in an index do not include a prepayment penalty.
Market conditions and competition determine when a prepayment penalty is placed
in the mortgage instrument.  Since 1988, First Northern has not included a
prepayment penalty  on one- to four-family owner-occupied mortgage loans.
Although the original contractual loan payment period for mortgage loans
normally ranges from 15 to 30 years, First Northern's experience has been
that, because  of  prepayments in connection with refinancing and sales of
property, mortgage loans typically remain outstanding for a substantially
shorter period.

    Management  of  First Northern is committed to matching the maturities of
assets and liabilities.  In furtherance of this goal, management's policy is
to emphasize the origination of consumer loans and other loans having short
maturities, such as three to six years, and mortgage loans which are interest
rate adjustable  or  are  eligible  for sale in the secondary market.  At
December 31, 1996, consumer loans (second mortgage, automobile and other
consumer loans) outstanding totaled $137.7 million.  Consumer loan originations
and purchases for the year ended December 31, 1996 were $88.3 million, of which
$25.0 million or 28.3% were interest rate adjustable.  In 1995, First Northern
adjusted its consumer loan origination policy (except  for second mortgages
which are originated with an adjustable or fixed interest rate) to originate
all consumer  loans  as  fixed  interest  rate  rather  than  a  combination
of fixed and adjustable interest rate consumer  loans.    This  adjustment
in  policy  was  adopted to foster growth in income from consumer loans.
Consumer  loan  originations  and  purchases  in 1995 were $68.3 million, of
which $30.3 million or 44.3% were interest  rate  adjustable, and in 1994 were
$79.6 million, of which $24.5 million or 30.8% were interest rate adjustable.
Such loan originations in 1993 were $57.6 million, of which $17.1 million or
29.7% were interest rate adjustable.

     First  lien residential mortgage loans originated after November 1, 1981
do not have a usury interest rate  limitation  in  Wisconsin.  Since  February
1985,  First Northern has originated mortgage loans using contracts  which
contain  interest  rate  adjustment  clauses allowing a lifetime interest rate
adjustment of between  5%  to  8%  over the original contract interest rate on
all residential mortgage loans and subject to annual  interest rate adjustment
caps of up to 2%.  First Northern's ability to successfully market such loans
depends  on,  among other things, prevailing interest rates, the volatility of
interest rates and the public's acceptance  of  adjustable interest rate
mortgage loans.  First Northern has generally fixed the interest rate for the
first one, two, three or five years of the loan term.  First Northern also
maintains a policy of including a "due on sale" clause in its mortgage loans.
This clause generally gives First Northern the right,  subject  to  certain
restrictions,  to declare a loan immediately due and payable in the event,
among other things, that the borrower sells or otherwise disposes of the real
property subject to the mortgage without first either obtaining First
Northern's consent or repaying the loan.

LOAN ORIGINATIONS.  First Northern has general authority to lend anywhere in the
United States; however, it has  chosen to concentrate its mortgage origination
activities in Northeastern Wisconsin with primary emphasis in  the counties
served by its offices.  As of December 31, 1996, First Northern had only 110
loans secured by out  of  state  properties,  representing  $4.0  million  or
1.0%  of  the total dollars in its mortgage loan portfolio.  First  Northern's
mortgage lending is subject to written, non-discriminatory underwriting
guidelines and to loan origination procedures prescribed annually by First
Northern's Board of Directors.  Property  appraisals  independent  appraisers,
in  accordance  with  First  Northern's  appraisal policy, are required.
Additionally, all appraisals must establish the adequacy of the proposed
security and meet Federal Home Loan Mortgage Corporation and Federal National
Mortgage Association guidelines.  Detailed loan applications are obtained to
determine the borrower's ability to repay, and the more significant items on
these  applications  are  verified  through the use of credit reports,
financial statements and employment and income confirmations.  Loans are
reviewed and approved as directed by the underwriting guidelines established
by the Board of Directors.

     At December 31, 1996, First Northern serviced for others $121.0 million
of whole loans and participation interests in mortgage loans.  In addition,
as of December 31, 1996, First Northern had approximately $41.6 million of 15
and 30 year fixed interest rate mortgages in its mortgage investment portfolio.
See  "Loan  Interest Rates and Terms" above.  In 1996, 1995 and 1994, First
Northern sold $11.1, $11.6  and  $18.2  million, respectively of 15 and 30
year fixed interest rate mortgage loans to the secondary market  in  accordance
with  First  Northern's  asset  and  liability management policy.  First
Northern also originates  mortgage loans for the Wisconsin Department of
Veterans Affairs ("WDVA") and the Wisconsin Housing and Economic Development
Authority ("WHEDA"), which result in additional origination fees and servicing
income.  First Northern does not currently originate a significant amount of
Federal Housing Administration ("FHA") insured or Veterans Administration
("VA") partially guaranteed loans.

     In  addition  to  traditional mortgage lending activities, First Northern
has participated in various State and local special loan programs.  Many of
these programs are designed specifically to make home ownership more available
to qualified low/moderate income families.  Through the FHLB of Chicago's
Affordable Housing Program, First Northern has obtained funding for down
payment and closing cost assistance to assist low income first-time home
buyers.

      First Northern requires borrowers to obtain title insurance or abstracts
of title, depending on the type of mortgage product, on first mortgage real
estate loans.  Home equity loan borrowers are required to obtain  a title
search before and after the loan is originated to assure First Northern that
the loan has been properly  recorded  and  secured.    Borrowers  also  must
obtain hazard insurance prior to closing and, when required  by  the
Department of Housing and Urban Development, flood insurance.  Borrowers may
be required to advance funds on a monthly basis together with each payment of
principal and interest to a mortgage escrow account from which First Northern
makes disbursements for items such as real estate taxes and private mortgage
insurance premiums as they become due.  First Northern is required by
Wisconsin law to pay interest on  mortgage  escrow  accounts  where the loan
was originated after January 31, 1983 and is secured by one- to four-family,
owner-occupied  residences.  The  interest rate is based on the annual average
of passbook interest rates paid by all Wisconsin financial institutions (2.91%
for 1996).  Currently, approximately 80% of  the  escrow  dollars are interest
bearing.  The interest rate paid on escrow dollars is adjusted annually. The
interest rate to be paid on qualified mortgage escrow dollars in 1997 is 2.83%.

    Regulations  of  the  WDFI-Administrator  also  limit  the amount which
First Northern may lend up to specific percentages of the value of the real
property securing the loan (referred to as "loan-to-value" ratios), as
determined by an appraisal at the time the loan is originated.  A loan secured
by a first lien mortgage  may  not  exceed  90% of the appraised value of the
real estate security unless, among other things, the  portion exceeding that
percentage is insured or guaranteed by a mortgage insurance company against
losses resulting from borrower default or the loan is guaranteed by a federal
or state agency.  First Northern's policy  is to not make loans in excess of
80% of the lower of the appraised value or the purchase price unless the excess
is insured by private mortgage insurance or the loan is guaranteed by a federal
or state agency.  Real  estate  loans  secured by other than a first lien must
also conform generally to First Northern's policy of  limiting loans to 80% of
value.  All mortgage loan applications are reviewed by First Northern's
corporate underwriting staff to ensure compliance with its uniform loan
underwriting guidelines.  The federal agencies regulating First Northern have
also established real estate lending standards, that, among other things,
create loan-to-value ratios for various real estate loan categories.  First
Northern's current underwriting standards, as stated above, conform with these
real estate lending standards.


LOAN  PORTFOLIO  COMPOSITION.    The  following  table  sets  forth  the
composition of First Northern's loan portfolio (excluding loans held for sale)
by type of security at the dates indicated.  The table does not reflect loans
sold and serviced for others.  First Northern continues to service these loans.
<TABLE>
<CAPTION>

                                                 YEAR ENDED DECEMBER 31
                                    1996               1995             1994            1993             1992
                             -----------------   ----------------  ----------------  ---------------  ----------------
                                                 (DOLLARS IN THOUSANDS)

Mortgage loans:
  <S>                        <C>       <C>      <C>        <C>    <C>       <C>    <C>       <C>    <C>        <C>
  One to four family
    residential               $376,189  66.72%   $352,449   69.08% $350,291  69.54% $304,891  70.14% $306,139   73.84%
  Five or more family
    residential                20,154   3.57      17,591    3.45    18,478   3.67    20,162   4.64    18,895    4.56
  Commercial real estate         9,975   1.77      10,028    1.97     9,501   1.89    10,280   2.37     9,801    2.36
  Construction-residential      16,306   2.89      10,782    2.11     6,916   1.38    10,443   2.40     4,125    0.99
  Construction-commercial        1,701   0.30       1,225    0.24     1,533   0.30     1,044   0.24       204    0.05
  Other                          1,900   0.34       1,788    0.35     1,533   0.30     1,044   0.24     1,165    0.28
                              -------- ------    --------  ------  --------  -----   -------- ------  --------  ------
    Total mortgage loans       426,225  75.59     393,863   77.20   388,252  77.08   347,864  80.03   340,329   82.08

Consumer loans:
  Consumer                      18,179   3.22      20,307    3.98    21,756   4.32    22,241   5.12    21,539    5.20
  Second mortgage               59,148  10.49      46,528    9.12    29,454   5.85    22,853   5.26    19,950    4.81
  Automobile                    60,339  10.70      49,504    9.70    53,527  10.63    33,102   7.62    25,661    6.19
  Education                       -                  -               10,677   2.12     8,583   1.97     7,127    1.72
                             --------- ------   ---------  ------  --------  -----   -------- ------  --------  ------
    Total consumer loans      137,666  24.41     116,339   22.80   115,414  22.92    86,779  19.97    74,277   17.92
                             --------- ------   ---------  ------  --------  -----   -------- ------  --------  ------
      Gross total loans        563,891 100.00%    510,202  100.00%  503,666 100.00%  434,643 100.00%  414,606  100.00%
                                       ======              ======           ======            ======            ======
  Less:
    Undisbursed loan proceeds   5,942              6,071             3,146            7,056            6,361
    Allowance for losses        2,937              2,608             2,400            2,306            1,856
    Unearned loan fees          1,017                988             1,059            1,047            1,217
                             --------            --------          --------          --------        ---------
    Net loans receivable     $553,995           $500,535          $497,061         $424,234         $405,172
                             ========           ========          ========          ========         ========
</TABLE>

CONTRACTUAL  MATURITIES  OF LOANS.  The following table presents information as
of December 31,1996 regarding loan maturities and contractual principal
repayments by categories of loans during the periods indicated.  Loans with
adjustable interest rates are shown as maturing in the year of their
contractual maturity.
<TABLE>
<CAPTION>

                                PRINCIPAL REPAYMENTS CONTRACTUALLY DUE IN YEAR(S) ENDED DECEMBER 31
                    ---------------------------------------------------------------------------------------------
                                                          2000-       2002-        2006-      AFTER
                      1997        1998        1999        2001        2005         2010        2010       TOTAL
                    ---------   --------    --------    --------    --------     --------    --------    --------
                                                      (In Thousands)
Loans:
 <S>               <C>         <C>         <C>          <C>         <C>        <C>          <C>         <C>
 Mortgage           $  2,641    $  1,693    $  4,406     $10,944     $44,158    $  94,341    $250,036    $408,218
 Mortgage
  construction (1)     2,660       1,051          99                     302          903      12,992      18,007
 Consumer loans       21,864      20,943      19,280      30,380      37,005        8,104          90     137,666
                     -------     -------     --------    --------    --------     --------    -------    --------
Total                $27,165     $23,687     $23,785     $41,324     $81,464     $103,347    $263,118    $563,891
                    ========    ========    ========    ========    ========    ========    =========   =========
-------------
</TABLE>

(1)  First Northern's mortgage construction loans are originated for either the
     construction phase or the combined construction and full amortization
     term of the loan.

     Of  the  $536.7  million  of  loans  contractually  due after December 31,
1997, approximately $105.3 million have fixed interest rates and approximately
$431.4 million have adjustable interest rates.

     Contractual  maturities  of  loans do not reflect the actual life of the
loan portfolio.  The average life  of  mortgage  loans is substantially less
than their contractual terms because of loan prepayments.  The average  life
of mortgage loans tends to increase, however, when current mortgage market
interest rates exceed interest rates on existing mortgages and decrease when
mortgage interest rates decline.

MORTGAGE AND CONSUMER LOANS. The following table sets forth activity (for
First Northern's investment and held for sale loan portfolios) for the periods
indicated.
<TABLE>
<CAPTION>
                                                               YEAR ENDED DECEMBER 31
                                        -----------------------------------------------------------
                                            1996         1995        1994        1993         1992
                                        ---------    ---------    --------    --------    ---------
                                                               (In Thousands)
Mortgage loans originated
  and purchased:
 <S>                                   <C>           <C>           <C>        <C>          <C>
  Construction                          $  26,596     $ 17,316      $18,706    $ 17,659     $ 16,117
  Loans on existing property               49,017       37,491       51,652      39,340       43,834
  Refinancing (1)                          24,928       10,802       21,703      67,193       63,101
  Other                                     2,668        2,560        1,316       3,574          839
                                        ---------    --------      -------    --------     --------
    Total mortgage loans originated
      and purchased                       103,209       68,169       93,377     127,766      123,891

Consumer loans originated
  and purchased:
  Consumer                                 15,292        8,773       11,150       9,144       15,231
  Second mortgage                          24,871       30,474       25,340      22,385       14,830
  Automobile                               45,722       26,109       39,842      23,713       24,465
  Education                                 2,382        2,895        3,290       2,325        1,710
                                        ---------     --------      -------    --------     --------
    Total consumer loans originated
      and purchased                        88,267       68,251       79,622      57,567       56,236
                                        ---------     --------      -------    --------     --------
Mortgage loans sold                       (11,065)     (11,583)     (18,174)    (68,576)     (57,621)

Education loans sold                       (3,187)     (10,489)

Loan repayments
  and other credits                       (123,535)    (107,812)     (85,802)    (96,720)    (131,648)
                                         ---------     --------      -------    --------     --------
Net increase(decrease)                   $  53,689   $    6,536      $69,023    $ 20,037    $  (9,142)
                                        ==========   ==========      =======    ========    =========
</TABLE>
-----------------------

(1)    Refinancing  mortgage  loans are stated as net new dollars.  Net new
       dollars are the additional dollars that  were  disbursed above an
       existing  loan  balance  for  the  same borrower and property.  Gross
       refinanced  dollars  for  the  years  ended  December  31,  1996, 1995,
       1994, 1993 and 1992, were $10.6 million,  $15.1 million, $33.1 million,
       $127.1 million, and $102.8 million, respectively.


       First  Northern  is  permitted  to  make  secured  and  unsecured
consumer loans including automobile, recreational vehicle, marine and other
consumer  loans,  home  equity, property improvement, manufactured housing,
education  and  deposit  account  loans.   At December 31, 1996, consumer loans
represented 24.4% of total loans.

LOAN FEE INCOME.  A borrower on a one- to four-family owner-occupied residence
may be charged a loan origination  fee of up to 1 1/2% of the loan amount, with
the actual amount being dependent upon, among other things,  market conditions
at the time of origination.  These fees are in addition to appraisal and other
fees paid  by  the borrower to First Northern at the time of application.  Loan
origination and commitment fees and certain  direct  loan  origination  costs
are being deferred and the net amounts amortized as an adjustment to the
related  loan's yield.  First Northern is amortizing these amounts using the
level-yield method, adjusted for prepayments, over the contractual life of the
related loans.

USURY LIMITATION AND INTEREST RATE ADJUSTMENT PROVISIONS.  On November 1, 1981,
Wisconsin enacted a comprehensive  revision to its usury statutes.  This
legislation deregulated interest rates on mortgage loans.  With  respect  to
any  loan  secured  by  a  real  estate mortgage and made, refinanced, renewed,
extended or modified after that date, maximum interest rates were eliminated.
Consumer loans of $25,000 or less are generally  subject  to the Wisconsin
Consumer Act which establishes disclosure requirements for interest rates and
finance  charges  and, for transactions entered into before November 1, 1984,
limits the maximum finance charges are limited to a maximum annual percentage
rate of the greater of 18% per annum or 6% over the average monthly auction
rate for 6 month Treasury bills.

     Mortgage lenders  have historically had authority under Wisconsin law to
include interest adjustment clauses in loan  contracts.  Before June 12, 1976,
the only limit on interest adjustment increases was the general usury ceiling.
However,  as of that date, Wisconsin law began to distinguish between two kinds
of interest adjustment  clauses in connection with  loans  on owner-occupied
one- to four- family residential property: (1) those that tie interest
adjustments to fluctuations in an approved index ("indexed" interest adjustment
provisions); and (2) those that do not ("unindexed" interest adjustment
provisions).  Subject to certain statutory restrictions, interest adjustments
under an unindexed interest adjustment provision are solely at the option of
the lender.

    Under Wisconsin law, unindexed adjustable rate provisions contained in
first lien mortgage loans made on  one-  to  four-family owner occupied
dwellings may:  (1) permit rate increases to be made as often as once every 6
months, upon 30 days' written notice, and in increments of up to 1% each; and
(2)  enable  a lender that has waived a permitted interest rate increase to
subsequently increase the interest rate to the level that would have been in
effect had the opportunity for an increase not been waived.

     Mortgages  that are subject to indexed interest adjustment provisions are
treated in substantially the same  way  under Wisconsin law.  However, instead
of increases or decreases occurring solely at the discretion of  the  lender,
rates  may  be  increased, and must be decreased, in accordance with changes
in the approved index.  Unlike its unindexed adjustable rate counterpart,
adjustments made under an indexed adjustable rate provision governed by the
1981 law may be made at intervals more frequent than 6 months.

     Borrowers  may  prepay  their  loan  without  penalty  during  the 30 days
following notice of a rate increase, or at any time after 5 years from the
date of the loan.

     First  Northern  has  used  both an unindexed and an indexed adjustable
interest rate mortgage.  With both  types  of adjustable rate forms, First
Northern has generally fixed the interest rate for the first one, two, three
or five years of the loan term.  The unindexed adjustable interest rate loans
also provide for a maximum interest rate adjustment of 1% during each 12 month
period thereafter.  The indexed adjustable rate loan  provides  for  a
maximum  interest  rate adjustment of the lesser of the index or 1% to 2%
depending on origination date of the loan, during each 12 month period.  Since
February 1985, First Northern has originated  mortgage  loans using contracts
which contain interest rate adjustment clauses allowing a lifetime interest
rate  adjustment  of  between  5% and 8% over the original contract interest
rate on all residential mortgage loans.

     Loans  made  for  a  business purpose, when secured by commercial real
estate, or made to a corporate borrower and originated, renewed or refinanced
on or after November 1, 1981, are not subject to any interest rate  or
contract provision limitations.  The terms of such loans are dependent on
market conditions and negotiation between lenders and borrowers.

      First  Northern  has  been  able to exercise its escalation rights under
the interest rate escalation clauses  on  its  mortgage  loan  portfolio.  The
use of the escalation clause gives First Northern greater control over its
income due to its ability to increase interest yields on its mortgage
portfolio.  See "Loan Interest Rates and Terms" above.

CLASSIFIED  ASSETS  AND  DELINQUENCIES.   When a mortgage borrower fails to
make a required payment on a loan, First  Northern  attempts  to have the
deficiency cured by contacting the borrower.  Contacts are made after a
payment  is  more  than  30  days  past  due  and,  in  most  cases,
deficiencies are cured promptly.  If the delinquency  exceeds  90  days  and
is not cured through First Northern's normal collection procedures, First
Northern  will  institute  measures  to  remedy  the  default,  including
commencing  a foreclosure action or accepting  a  voluntary  deed  of  the
secured  property  in  lieu  of  foreclosure from the mortgagor.  If a
foreclosure  action is instituted and the loan is not reinstated, paid in
full, or refinanced, the property is sold  at  a  judicial  sale  at  which,
in  most  instances,  First Northern is the buyer.  First Northern is
permitted to finance sales of foreclosed properties by "loans to facilitate,"
which may involve terms more favorable  than generally would be granted under
First Northern's underwriting guidelines.  As of December 31, 1996, 1995, 1994,
1993 and 1992 these loans amounted to $442,465, $546,071, $591,000, $655,000
and $743,000, respectively.

    Under Wisconsin law, a mortgagor is afforded a period of time, subsequent
to the entry of judgment and prior to judicial sale, within which to redeem
the equity in the property ("equity right of redemption").  The  length of the
equity right of redemption varies depending on the form of foreclosure
proceedings selected by the lender, the type and condition of the real estate
security and other factors.  The majority of First Northern's residential
foreclosures  follow a form which provides a 6 month equity right of redemption
and a waiver  of  any deficiency judgment against the borrower.  Use of this
process takes approximately 8-12 months from commencement of the action to
judicial confirmation of the sale.

     The OTS has established a required classification system for all assets.
Under the regulation, all assets are classified as "standard," "substandard,"
"doubtful,"  or "loss."  Assets classified as loss are required to be
charged-off.  Assets classified as doubtful or substandard do not require a
write-off of the amounts  so  classified but may necessitate additions to the
general allowances for losses.  An institution's determination  as  to  the
classification of its assets and the amount of valuation allowances are
subject to review  by  the District Director of the OTS or the FDIC, who could
order the establishment of additional loan loss allowances.

      The  following table identifies the dollar amount of loans that are
classified as substandard, doubtful or loss as of the dates indicated.
<TABLE>
<CAPTION>
                                     AS OF DECEMBER 31
                          ------------------------------------------
                            1996            1995               1994
                          ------           ------            -------
                                        (In Thousands)
<S>                        <C>               <C>               <C>
Substandard                 $905              $518              $624
Doubtful                      21                13                37
Loss                           9                                   6
                           -----             -----             -----
Total Classified Assets     $935              $531              $667
                           =====             =====             =====
</TABLE>
                                                                        9

<PAGE>

    The  increase in the amount of substandard assets in 1996 was the result of
an increase in overall delinquencies. The 1995 level of Total Classified Assets
was at an historically low level.

ALLOWANCES FOR LOSSES.  Allowances for losses on loans, real estate, and
repossessed assets are based on Management's evaluation of various factors
including, but not limited to, general economic conditions, loan portfolio
composition,  prior  loss experience, estimated sales price, regulatory
environment and holding and selling costs.

    While First Northern has a low level of non-performing assets and low
historical charge-off experience,  the  inherent  credit  risk  within  the
portfolio  (primarily relating to the automobile loan portfolio) has increased.
It  is  this increase which primarily resulted in the increase in the loan loss
allowance.

     At  December 31, 1992, First Northern's automobile loan portfolio was
$25.7 million as compared to $60.3  million  at  December  31,  1996.  This
increase  of $34.6 million represents a 134.6% growth in the automobile  loan
portfolio  while the allowance for all losses increased from $1.9 million to
$2.9 million or an increase of 52.6%.

     Management believes that the allowances for losses on loans, real estate,
and repossessed assets 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 or regulatory requirements.


     All of First Northern's loans are domestic.  A summary of the allowance
for losses is shown below.

<TABLE>
<CAPTION>
                                                    FOR THE YEAR ENDED DECEMBER 31
                                    --------------------------------------------------------------
                                        1996         1995         1994         1993         1992
                                    ----------   ----------   ----------   ----------   ----------
                                                       (Dollars in Thousands)
Mortgage loans:
 <S>                                   <C>          <C>          <C>          <C>          <C>
  Balance, beginning of year            $1,578       $1,499       $1,426       $1,151       $1,130
  Provisions, charged to provision
    for loan losses                         10           79                       292          197
  Charge-offs:
    1 to 4 family residential                                        (20)         (44)        (176)
  Recoveries:
    1 to 4 family residential                                         24            7
    Commercial real estate                    1                                    20
    Transfer of loss reserve               (136)
    Adjustment to conform pooled
      companies' fiscal year ends                                     69
                                         ------      -------       ------      ------
Balance, end of year                     $1,453       $1,578       $1,499       $1,426       $1,151
                                         ======      =======       ======      =======      =======

Consumer loans:
  Balance, beginning of year             $1,030       $  901       $  880       $  705       $  407
  Provisions, charged to provision
    for loan losses                         360          161          145          247          341
  Charge-offs:
    Consumer                                (23)         (30)         (59)         (46)         (52)
    Automobile                              (43)         (41)         (68)         (35)          (2)
  Recoveries:
    Consumer                                 11           21            5            6           11
    Automobile                               13           18           16            3
  Transfer of loss reserve                  136
  Adjustment to conform pooled
    companies' fiscal year ends                                       (18)
                                        -------      -------       ------       ------       ------
  Balance, end of year                   $1,484       $1,030       $  901       $  880       $  705
                                         ======      =======       ======      =======      =======

Foreclosed properties &
repossessed assets:
  Balance, beginning of year              $   1          $ 1          $ 1       $   67       $   54
  Provisions, charged to
    non-interest expense                     13                                     13           32
  Charge-offs:
    1 to 4 family residential               (14)                                   (79)         (19)
                                         ------      -------       ------      -------      -------
  Balance, end of year                   $  -            $ 1          $ 1       $    1       $   67
                                         ======      =======       ======      =======      =======

  Total charge-offs
    to average loans outstanding           0.01%        0.01%         0.02%        0.04%       0.06%
                                           ====         ====          ====          ====        ====
  Net charge-offs to average
    loans outstanding                      0.01%        0.01%         0.02%        0.02%       0.05%
                                           ====         ====          ====         ====        ====
</TABLE>

    Interest income on loans is accrued and credited to operations based on
the principal amount outstanding.  The accrual of interest income is generally
discontinued when a loan becomes 90 days past due as to principal or interest
and/or when, in the opinion of management, full collection is unlikely.  When
interest  accruals  are discontinued, interest credited to income in the
current year is reversed and interest accrued  in  the prior year is charged
to the allowance for loan losses.  Management may elect to continue the accrual
of interest when the loan is in the process of collection and the value of
collateral is sufficient to cover the principal balance and accrued interest.
Interest received on non-accrual loans generally is either  applied against
principal or reported as interest income, according to management's judgment as
to the collectibility of principal.  Generally, loans are restored to accrual
status when the obligation is brought current, has performed in accordance
with  the  contractual terms for a reasonable period of time and the ultimate
collectibility of the total contractual principal and interest is no longer in
doubt.

    The  following tables show the Company's total allowance for loan losses
and the allocation to the various categories of loans held for investment at
the dates indicated.
<TABLE>
<CAPTION>
                                                AT DECEMBER 31, 1996
                                       --------------------------------------
                                                                   % OF
                                                                  LOANS IN
                                                  ALLOWANCE       CATEGORY
                                                   AS A % OF      TO TOTAL
                                                   LOANS IN      OUTSTANDING
                                        AMOUNT    CATEGORY(1)      LOANS(1)
                                       --------  -------------  -------------
                                               (DOLLARS IN THOUSANDS)

Breakdown of allowance
  Mortgage loans:
   <S>                                  <C>              <C>          <C>
    One- to four-family residential      $1,180           0.31%        66.72%
    Five or more family residential         121           0.60          3.57
    Commercial real estate                  114           1.14          1.77
    Construction                                                        3.19
    Other                                    18           0.95          0.34
    Classified mortgage loans                20           3.00
                                         ------         ------        ------
      Total mortgage loans                1,453           0.34         75.59

  Consumer loans:
    Consumer                                 83           0.46          3.22
    Second mortgage                         211           0.36         10.49
    Automobile                            1,172           1.94         10.70
    Education
    Classified consumer loans                18           2.00
                                         ------         ------        ------
      Total consumer loans                1,484           1.08         24.41
                                         ------         ------        ------

  Total allowance for loans              $2,937           0.52%       100.00%
                                         ======           ====        ======
</TABLE>


------------------------
                 (1)   Percentages are calculated on gross loan balances.

<PAGE>
<TABLE>
<CAPTION>
                                                  AT DECEMBER 31, 1995
                                      -------------------------------------
                                                                   % OF
                                                                 LOANS IN
                                                 ALLOWANCE       CATEGORY
                                                 AS A % OF       TO TOTAL
                                                  LOANS IN     OUTSTANDING
                                       AMOUNT    CATEGORY(1)     LOANS(1)
                                      --------  ------------  -------------
                                                (DOLLARS IN THOUSANDS)
Breakdown of allowance
Mortgage loans:
 <S>                                   <C>           <C>            <C>
  One- to four-family residential       $1,359         0.39%         69.08%
  Five or more family residential           98         0.56           3.45
  Commercial real estate                    97         0.97           1.97
  Construction                                                        2.35
  Other                                     16         0.89           0.35
  Classified mortgage loans                  8         2.05
                                        ------        -----        -------
    Total mortgage loans                 1,578         0.40          77.20

Consumer loans:
  Consumer                                  79         0.39           3.98
  Second mortgage                          137         0.29           9.12
  Automobile                               811         1.64           9.70
  Education
  Classified consumer loans                  3         2.00
                                        ------        -----        -------

    Total consumer loans                 1,030         0.89          22.80
                                        ------        -----        -------
Total allowance for loans               $2,608         0.51%        100.00%
                                        ======         ====        =======
</TABLE>
-----------------------
(1)   Percentages are calculated on gross loan balances.

<TABLE>
<CAPTION>
                                                  At December 31, 1994
                                        -------------------------------------
                                                                  % of
                                                                 Loans in
                                                   Allowance     Category
                                                   as a % of     to Total
                                                   Loans in     Outstanding
                                        Amount    Category(1)    Loans(1)
                                       --------   ------------  -------------
                                                   (Dollars in Thousands)
Breakdown of allowance
Mortgage loans:
 <S>                                    <C>              <C>          <C>
  One- to four-family residential        $1,295           0.37%        69.54%
  Five or more family residential            85           0.46          3.67
  Commercial real estate                     92           0.97          1.89
  Construction                                                          1.68
  Other                                      13           0.85          0.30
  Classified mortgage loans                  14           2.05
                                         ------         ------        ------

    Total mortgage loans                  1,499           0.39         77.08

Consumer loans:
  Consumer                                   84           0.39          4.32
  Second mortgage                            93           0.32          5.85
  Automobile                                720           1.34         10.63
  Education                                                             2.12
  Classified consumer loans                   4           2.00
                                         ------         ------        ------

    Total consumer loans                    901           0.78         22.92
                                         ------         ------        ------

Total allowance for loans                $2,400           0.48%       100.00%
                                         ======          =====        =======
</TABLE>

-----------------------
(1)   Percentages are calculated on gross loan balances.


<PAGE>
<TABLE>
<CAPTION>
                                                 At December 31, 1993
                                         ------------------------------------
                                                                     % of
                                                                   Loans in
                                                     Allowance     Category
                                                     as a % of     to Total
                                                     Loans in     Outstanding
                                          Amount    Category(1)     Loans(1)
                                         --------  ------------  ------------
                                                 (Dollars in Thousands)
Breakdown of allowance
Mortgage loans:
<S>                                       <C>            <C>          <C>
  One- to four-family residential          $1,242         0.41%        70.14%
  Five or more family residential              74         0.37          4.64
  Commercial real estate                       82         0.80          2.37
  Construction                                                          2.64
  Other                                        11         1.05          0.24
  Classified mortgage loans                    17         2.05
                                           ------       ------        ------
    Total mortgage loans                    1,426         0.41         80.03

Consumer loans:
  Consumer                                    172         0.77          5.12
  Second mortgage                             154         0.67          5.26
  Automobile                                  550         1.66          7.62
  Education                                                             1.97
  Classified consumer loans                     4         2.00
                                           ------       ------        ------
    Total consumer loans                      880         1.01         19.97
                                           ------       ------        ------

    Total allowance for loans              $2,306         0.53%       100.00%
                                           ======        =====        ======
</TABLE>
------------------------
(1)   Percentages are calculated on gross loan balances.
<TABLE>
<CAPTION>
                                                  AT DECEMBER 31, 1992
                                           ----------------------------------
                                                                     % OF
                                                                   LOANS IN
                                                      ALLOWANCE    CATEGORY
                                                      AS A % OF    TO TOTAL
                                                      LOANS IN    OUTSTANDING
                                            AMOUNT   CATEGORY(1)    LOANS(1)
                                           --------  -----------  -----------
                                                  (Dollars in Thousands)
Breakdown of allowance
Mortgage loans:
 <S>                                         <C>          <C>        <C>
  One- to four-family residential              $960        0.31%      73.84%
  Five or more family residential                79        0.42        4.56
  Commercial real estate                         74        0.76        2.36
  Construction                                                         1.04
  Other                                          12        1.03        0.28
  Other                                          26        2.00
                                             ------      ------      ------
    Total mortgage loans                      1,151        0.34       82.08

Consumer loans:
  Consumer                                      183        0.85        5.20
  Second mortgage                               145        0.73        4.81
  Automobile                                    372        1.45        6.19
  Education                                                            1.72
  Classified consumer loans                       5        2.00
                                             ------      ------      ------
    Total consumer loans                        705        0.95       17.92
                                             ------      ------      ------
Total allowance for loans                    $1,856        0.45%     100.00%
                                             ======       =====     =======
</TABLE>

-----------------------
(1)   Percentages are calculated on gross loan balances.

    All of First Northern's loans are domestic.  The following table is a
summary of non-performing loans and assets.
<TABLE>
<CAPTION>
                                                 YEAR ENDED DECEMBER 31
                                    ------------------------------------------
                                     1996     1995     1994     1993     1992
                                    -----    -----    -----    -----    -----
                                               (DOLLARS IN THOUSANDS)
Non-accrual mortgage loans
<S>                                <C>       <C>      <C>      <C>     <C>
 (90 days or more past due)          $509     $266     $407     $668   $  597
Non-accrual consumer loans            235      152      139      140      121
                                     ----     ----     ----     ----   ------
Total non-performing loans            744      418      546      808      718

Foreclosed properties, properties
  subject to foreclosure and
    repossessed assets                189      136      120       44      473
                                     ----     ----     ----     ----   ------
Total non-performing assets          $933     $544     $666     $852   $1,191
                                     ====     ====     ====     ====   ======
Non-performing loans as a
  percentage of total loans           .13%     .08%     .11%     .19%     .18%
                                      ===      ===      ===      ===      ===
Non-performing assets as a
  percentage of total assets          .15%     .10%     .12%     .17%     .24%
                                      ===      ===      ===      ===      ===
Loan loss allowances as
  a percentage of non-
  performing loans                 394.76%  623.92%  439.56%  285.40%  267.83%
                                   ======   ======   ======   ======   ======
Loan loss allowances as
  a percentage of non-
  performing assets                314.79%  470.76%  360.36%  270.77%  161.46%
                                   ======   ======   ======   ======   ======
Interest income that would
  be recognized if non-accrual
  loans had been current (1)          $25      $12      $19      $36      $31
                                      ===      ===      ===      ===      ===
</TABLE>
------------------

(1)   No accrued interest income was included in net income in 1996, 1995,
      1994, 1993 and 1992 from loans classified as non-accrual.


INVESTMENT  AND  MORTGAGE-RELATED ACTIVITIES.  First Northern is authorized to
invest in obligations issued or fully  guaranteed  by the United States,
certain federal agency obligations, certain time deposits, negotiable
certificates  of  deposit  issued  by  commercial  banks,  mortgage-backed
and  mortgage-related  securities, collateralized mortgage obligations,
investment grade corporate notes and other specified investments.
<PAGE>

    The  following  table  sets  forth the composition of First Northern's
investment and mortgage-related securities portfolio at December 31, 1996,
1995 and 1994.

<TABLE>
<CAPTION>
                                         INVESTMENT AND MORTGAGE-RELATED SECURITIES PORTFOLIO COMPOSITION
                                                                     AT DECEMBER 31
                                         ---------------------------------------------------------------------
                                                  1996                   1995                      1994
                                         ----------------------  -----------------------  -------------------
                                                      PERCENT                  PERCENT                PERCENT
                                           CARRYING      OF        CARRYING       OF        CARRYING     OF
                                             VALUE      TOTAL       VALUE        TOTAL       VALUE      TOTAL
                                         ----------  ----------  -----------  ----------  ---------  --------
                                                                      (DOLLARS IN THOUSANDS)
<S>                                       <C>         <C>          <C>         <C>           <C>      <C>
Interest-earning deposits                  $ 1,598      4.57%       $    82       .28%        $652      2.33%

Other interest-earning deposits                200      0.72

Securities available-for-sale:
  U. S. government securities                2,517      7.20          1,018      3.58        1,986      7.11
  Federal agency obligations                 1,985      5.67          1,004      3.53
  Mortgage-related securities                1,837      5.25          2,013      7.07        1,898      6.80
  Asset Management Fund                        471      1.35            455      1.60          408      1.46
  FHLMC stock                                  662      1.89            501      1.76          569      2.04
                                           -------    ------        -------   ------        ------   ------
    Total securities available-for-sale      7,472     21.36          4,991     17.54        4,861     17.41

Securities held-to-maturity:
  U.S. Government securities                 3,004      8.59         10,073     35.39        9,934     35.58
  Federal agency obligations                13,579     38.82          9,291     32.65        8,762     31.38
  Mortgage-related securities                9,325     26.66          4,024     14.14        3,514     12.58
                                           -------    ------        -------   ------        ------   ------
    Total securities held-to-maturity       25,908     74.07         23,388     82.18       22,210     79.54
                                           -------    ------        -------   ------        ------   ------
Total                                      $34,978    100.00%       $28,461    100.00%     $27,293    100.00%
                                           =======    ======        =======   =======      =======   =======
Average remaining life or term
  to repricing for interest-earning
  deposits, other interest-earning
  deposits, securities
  available-for-sale and
  investment securities (1)                      12 months                14 months               15 months
</TABLE>

---------------------------
(1)  For purposes of calculating the remaining life or term, securities
     available-for-sale are assumed to have a zero term.

See Notes B and C of the Notes to Consolidated Financial Statements
incorporated by reference in Item 8 hereof.

<PAGE>
     The  following  table  sets  forth  the maturity ranges for investment
and mortgage-related securities, with their respective weighted average
yields and the total market value.
<TABLE>
<CAPTION>
                                                               DECEMBER 31, 1996
                   -----------------------------------------------------------------------------------------------------------
                                                                                                  INVESTMENT AND
                                           OVER ONE            OVER FIVE                          MORTGAGE-RELATED
                    ONE YEAR OR LESS     TO FIVE YEARS       TO TEN YEARS      OVER TEN YEARS     SECURITIES TOTAL
                   ------------------- ------------------ ------------------ ------------------- -----------------------------
                              WEIGHTED           WEIGHTED           WEIGHTED            WEIGHTED           APPROX.  WEIGHTED
                    AMORTIZED  AVERAGE AMORTIZED  AVERAGE AMORTIZED AVERAGE  AMORTIZED  AVERAGE  AMORTIZED  MARKET  AVERAGE
                      COST      YIELD    COST     YIELD     COST     YIELD     COST      YIELD     COST      VALUE   YIELD
                   ---------- -------- -------- --------  --------- -------  --------- --------- --------- -------- ----------
                                                            (DOLLARS IN THOUSANDS)

Available-for-Sale:
Investment and
  Mortgage-related
   Securities
  <S>                 <C>        <C>      <C>       <C>      <C>      <C>        <C>       <C>      <C>       <C>       <C>
    U.S. government
      obligations      $1,000     6.90%    $1,495    6.48%                                           $2,495    $2,517    6.65%
    Federal agency
     obligations                            2,000    5.83                                             2,000     1,985    5.83
    Mortgage-related
     securities                                                                   $1,828     7.18%    1,828     1,837    7.18
    Asset Management
     Fund                                     476    5.87                                               476       471    5.87
    FHLMC stock            33    25.54                                                                   33       662   25.54
                       ------   ------     ------   -----     -------  -------   -------    -----    ------    ------   -----
     Total investment
      and mortgage-
      related
      securities       $1,033     7.50%    $3,971    6.08%   $   -        -       $1,828      7.18%  $6,832    $7,472    6.59%
                       ======     ====     ======    ====    ========  =======   =======    ======   ======    ======   =====
Held-to-Maturity:
Investment and
  Mortgage-related
   Securities
    U.S. government
     obligations       $2,006     5.90%   $   998     7.48%                                          $3,004    $3,028    6.42%
    Federal agency
     obligations        2,793     5.84     10,786     6.03                                           13,579    13,606    5.99
    Mortgage-related
     securities                                                $3,878     5.73%   $5,447      6.70%   9,325     9,246    6.30
                       ------   ------     ------    -----   --------   -------   ------      ----   ------    ------   -----
     Total investment
      and mortgage-
      related
      securities       $4,799     5.86%    $11,784    6.16%    $3,878     5.73%   $5,447      6.70% $25,908   $25,880    6.15%
                       ======    =====     =======    ====     ======     ====    ======      ====  =======   =======   =====
</TABLE>

<PAGE>

     The  following  table sets forth the composition of First Northern's
mortgage-related securities portfolio at December 31, 1996, 1995 and 1994.
<TABLE>
<CAPTION>
                                        MORTGAGE-RELATED PORTFOLIO COMPOSITION
                                                        AT DECEMBER 31
                                                 ----------------------------
                                                  1996        1995      1994
                                                 ------      ------    ------
                                                    (DOLLARS IN THOUSANDS)
<S>                                              <C>        <C>       <C>
Federal Home Loan Mortgage Corporation            $5,595     $3,019    $2,343
Government National Mortgage Association                                   25
Federal National Mortgage Association              3,730        998       998
Other                                                             7       148
                                                 -------     ------    ------
  Total mortgage-related securities               $9,325     $4,024    $3,514
                                                 =======     ======    ======
Average remaining contractual life or term to
  repricing for mortgage-related securities    157 months 203 months 228 months

DEPOSIT ACTIVITIES.  First Northern has a number of different programs designed
to attract both short-term and  long-term deposits from the general  public.
These programs include regular passbook accounts, NOW checking accounts, money
market deposit accounts, fixed rate and variable rate certificate accounts and
negotiated  rate  certificates, as well as certain other accounts.  Included
among those programs are individual retirement accounts ("IRAs") and
self-employed pension plan ("SEPP") accounts.

   The  specific  programs  offered  by First Northern have changed over time
as new types of accounts and minimum  denomination  requirements  have  been
authorized.  Currently there are no statutory or regulatory required minimum
denominations  or interest rate ceilings on any deposit accounts.  First
Northern presently offers deposit accounts with minimum balance requirements
and interest rates as follows:
                                              MINIMUM         INTEREST
TYPE OR TERM                                  BALANCE           RATE
NOW Checking Accounts(1)                       Varies      Rate Set Weekly
Regular Deposit Accounts(2)                      $100      Rate Set Weekly
Money Market Accounts                          $2,500      Rate Set Weekly
Jumbo Certificates                           $100,000      Rate Set Weekly
91 day Certificates                              $500      Rate Set Weekly
6 Month Certificates                             $500      Rate Set Weekly
8 Month Certificates                             $500      Rate Set Weekly
9 Month Certificates                             $500      Rate Set Weekly
10 Month Certificates                            $500      Rate Set Weekly
12 Month Certificates                            $500      Rate Set Weekly
14 Month Certificates                            $500      Rate Set Weekly
15 Month Certificates                            $500      Rate Set Weekly
16 Month Certificates                            $500      Rate Set Weekly
24 Month Certificates                            $500      Rate Set Weekly
26 Month Certificates                            $500      Rate Set Weekly
30 Month Certificates                            $500      Rate Set Weekly
36 Month Certificates                            $500      Rate Set Weekly
48 Month Certificates                            $500      Rate Set Weekly
60 Month Certificates                            $500      Rate Set Weekly
18 month IRA and SEPP Variable Certificates      $100      Rate Set Monthly
------------------
(1)  Some of the NOW Checking Accounts offered by First Northern do not bear
     interest.
(2)  As  a  practical matter, although subject to First Northern's right to
     impose a prior notice requirement, deposits  may be invested in and
     withdrawn  from passbook accounts without restriction.  Interest is
     computed  daily  from  the  date  of  deposit  to the date of withdrawal
     and credited quarterly at a rate established by the Investment Committee
     of management within regulatory limits.

    The  following  tables  set  forth  the  distribution  of  the Company's
deposit accounts at the dates indicated and the weighted average effective
interest rates on each category of deposits presented.

</TABLE>
<TABLE>
<CAPTION>
                                    FOR THE YEAR ENDED DECEMBER 31, 1996
                              -----------------------------------------------
                                                                    WEIGHTED
                                                    PERCENT          AVERAGE
                                 AVERAGE            OF TOTAL        EFFECTIVE
                                 BALANCE            DEPOSITS           RATE
                               -----------         ----------      -----------
                                           (DOLLARS IN THOUSANDS)
CORE DEPOSITS:
<S>                             <C>                     <C>            <C>
  Non-interest bearing           $ 16,646                3.67%
  Interest bearing                 36,655                8.08            1.03%
  Money market                     49,037               10.81            2.24
  Passbook                         58,744               12.96            2.24
                                 ---------            -------           -----
    Total core deposits            161,082              35.52            2.30
Certificate of deposit accounts    292,477              64.48            5.66
                                 ---------            -------           -----
Total deposits                    $453,559             100.00%           4.46%
                                 =========            =======           =====
</TABLE>
<TABLE>
<CAPTION>

                                      FOR THE YEAR ENDED DECEMBER 31, 1995
                                  -------------------------------------------
                                                                   WEIGHTED
                                                   PERCENT          AVERAGE
                                  AVERAGE          OF TOTAL        EFFECTIVE
                                  BALANCE          DEPOSITS           RATE
                                 ---------      -------------     -----------
                                            (DOLLARS IN THOUSANDS)
CORE DEPOSIT:
<S>                              <C>                 <C>              <C>
  Non-interest bearing            $ 13,765             3.14%
  Interest bearing                  36,049             8.23             1.40%
  Money market                      35,420             8.09             3.89
  Passbook                          60,367            13.79             2.48
                                  --------           -------            ----
    Total core deposits            145,601            33.25             2.32

Certificate of deposit accounts    292,248            66.75             5.54
                                  --------           -------            ----
Total deposits                    $437,849           100.00%            4.47%
                                 =========          =======             ====

</TABLE>


<TABLE>
<CAPTION>
                                     FOR THE YEAR ENDED DECEMBER 31, 1994
                                 -------------------------------------------
                                                                   WEIGHTED
                                                  PERCENT          AVERAGE
                                 AVERAGE          OF TOTAL        EFFECTIVE
                                 BALANCE          DEPOSITS           RATE
                                ---------        ----------      -----------
                                              (DOLLARS IN THOUSANDS)
CORE DEPOSITS:
<S>                            <C>                <C>              <C>
  Non-interest bearing           $ 11,995             2.86%
  Interest bearing                 38,457             9.16           1.65%
  Money market                     29,284             6.98           2.58
  Passbook                         69,070            16.46           2.51
                                 --------           ------          -----
    Total core deposits           148,806            35.46           2.10
Certificate of deposit accounts   270,880            64.54           4.67
                                 --------           ------          -----
Total deposits                   $419,686           100.00%          3.76%
                                 ========           ======          =====
</TABLE>


    See  Note  F  of  the  Notes  to  Consolidated  Financial Statements of
First Northern, incorporated by reference  in  Item  8  hereof, for the
amount by interest rate categories, at December 31, 1996 and 1995, and for
the scheduled maturity dates of certificate accounts.

BORROWED  FUNDS.   First Northern has a line of credit with the FHLB of Chicago
and has borrowed from the FHLB on an overnight and fixed interest rate basis
to assist with funding loan originations.

    From time to time, First Northern borrows funds under repurchase
agreements.  First Northern accepts funds from municipalities and school
districts.  When  the  amounts of such funds are in excess of FDIC insurance
limits, First Northern collateralizes its obligation  to repay such parties
through repurchase agreements.  Repurchase agreements are used to lock-in a
profit spread to First Northern.  Furthermore, because the repurchase
agreements from municipalities and school districts are not considered
deposits, First Northern does not pay premiums to the FDIC on such amounts.
At December 31, 1996, First Northern had $1.5  million of borrowings under
repurchase  agreements.  The weighted average rate of the repurchase
agreements as of December 31, 1996 and 1995 was 5.59% and 5.65%, respectively.
See Note G of the Notes to Consolidated Financial Statements incorporated by
reference in Item 8 hereof.

    The  following  table sets forth certain information regarding short-term
borrowings by First Northern at the end of and during the periods indicated:
<TABLE>
<CAPTION>
                                               YEAR ENDED DECEMBER 31
                                       ------------------------------------
                                        1996           1995           1994
                                       ------         ------         ------
                                               (DOLLARS IN THOUSANDS)
Balance outstanding at end of year:
  Securities sold under agreement
<S>                                  <C>            <C>            <C>
    to repurchase                      $1,500        $ 1,000        $ 2,900
  Fixed interest rate notes
    payable to FHLB                    58,150         20,000          2,000
  Overnight borrowings from FHLB       17,255                        38,000
  Other borrowings                        367

Weighted average interest rate at
  end of year:
  Securities sold under agreements
    to repurchase                        5.59%          5.65%          6.66%
  Fixed interest rate notes
    payable to FHLB                      5.73%          6.03%          4.80%
  Overnight borrowings from FHLB         5.66%                         6.35%
  Other borrowings                       5.21%

Maximum amount outstanding
  during the year:
  Securities sold under agreements
    to repurchase                      $1,500        $ 2,900        $ 2,900
  Fixed interest rate notes
    payable to FHLB                    58,150         25,000          2,000
  Overnight borrowings from FHLB       29,360         42,050         39,725
  Other borrowings                      1,044                           181

Average amount outstanding during
  the year:
  Securities sold under agreements
    to repurchase                      $1,030        $ 2,543        $ 1,158
  Fixed interest rate notes
    payable to FHLB                    35,957         18,957          2,000
  Overnight borrowings from FHLB       11,264         12,181         14,014
  Other borrowings                        142                           171

Weighted average interest rate
  during the year:
  Securities sold under agreements
    to repurchase                        5.69%          6.62%          3.85%
  Fixed interest rate notes
    payable to FHLB                      5.82%          7.19%          4.52%
  Overnight borrowings from FHLB         5.68%          6.19%          5.30%
  Other borrowings                       5.18%                         7.09%

</TABLE>

     Borrowings  increased to $77.3 million at December 31, 1996, as compared
to $21.0 million at December 31, 1995, primarily as a result of the growth in
interest-earning asset.  See Management s Discussion and Analysis of Financial
Condition and Results of Operations, incorporated by reference in Item 7 hereof.

YIELDS EARNED AND RATES PAID.  First Northern's net earnings depend primarily
upon the spread between the income  it receives from its loan and investment
portfolios and its cost of money, consisting of interest paid on deposit
accounts and borrowings.

     The  following  table  sets  forth First Northern's weighted average
yields earned on mortgage loans, consumer loans, and investment and
mortgage-related securities; the weighted average interest rates paid on
deposits  and  borrowings;  and the spread between yields earned and rates paid
at the dates indicated.  Since the  majority  of First Northern's deposit
accounts are market rate accounts, the cost of deposits will likely continue
to be subject to interest rate fluctuations.

                                          YEAR ENDED DECEMBER 31
                                 ------------------------------------------
                                  1996     1995     1994     1993     1992
                                 ------   ------   ------   ------   ------
Weighted average rate of return
  at end of year:

  Mortgage loans                  7.22%    7.06%    6.69%    6.99%    8.35%

  Consumer loans                  8.56     8.66     8.18     8.36     9.13

  Mortgage and consumer loans     7.55     7.44     7.03     7.26     8.49

Investment securities             6.14     6.33     6.44     5.16     5.18

Mortgage-related securities       6.44     7.02     7.12     8.21     8.71

  Total loan portfolio,
    investment securities, and
    mortgage-related securities   7.46     7.39     7.01     7.10     8.13

Weighted average rate paid at
  the end of year:

  Deposits                        4.42     4.56     4.03     3.78     4.55
  Federal Home Loan Bank and
    other borrowings              5.71     6.02     6.24     3.98     4.71

    Total deposits and Federal
      Home Loan Bank and other
      borrowings                  4.60     4.63     4.23     3.78     4.55

Spread at the end of the year     2.86     2.76     2.78     3.32     3.58


<PAGE>

     The following table shows average yields and rates of return (month-end
averages) during the periods indicated.

                                            YEAR ENDED DECEMBER 31
                                      --------------------------------------
                                      1996     1995    1994    1993     1992
                                      ----     ----    ----    ----     ----
Average yield earned during
  the year:

  Mortgage loans                      7.18%    6.99%   6.91%   7.90%    9.16%

  Consumer loans                      8.50     8.44    7.93    8.82     9.76

  Investment securities               6.23     6.47    6.13    5.21     5.69

  Mortgage-related securities         6.50     7.06    6.91    8.09     8.66

    All interest-earning assets       7.42     7.28    7.08    7.78     8.86


Average rate paid during
  the year:

  Deposits                            4.43     4.42    3.73    4.14     5.28

  Borrowings                          5.78     6.79    5.14    4.16     5.62

    All interest-bearing liabilities  4.56     4.59    3.79    4.14     5.29

Average interest rate
  spread (1)                          2.86     2.69    3.29    3.64     3.57

Net yield on average interest-
  earning assets (2)                  3.31     3.17    3.71    4.09     4.06

Net yield on total interest-
  earning assets (3)                  3.14     3.17    3.51    4.06     4.08

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

(1)  Average yield on all interest-earning assets during the period less
     average rate paid on all interest-bearing liabilities.
(2)  Net interest earned divided by average interest-earning assets.
(3)  Net interest earned divided by total interest-earning assets.


AVERAGE  BALANCE  SHEET  AND  RATE/YIELD  ANALYSIS.    See  Management's
Discussion and Analysis of Financial Condition and Results of Operations
incorporated by reference in Item 7 hereof.

AVERAGE EQUITY TO AVERAGE ASSETS.  The ratio of average equity to average
assets measures a Financial institution's  financial strength.  At December
31, 1996, savings and loan associations in Wisconsin were required  to
maintain  an  average  equity  to average assets ratio of at least 6.00%.
At December 31, 1996, 1995,  1994, 1993 and 1992 First Northern's average
equity to average assets ratio was 12.14%, 12.99%, 13.25%, 12.86% and 11.21%,
respectively.


CASH DIVIDENDS.  The following schedule sets forth the cash dividends paid
per year:

                                             YEAR ENDED DECEMBER 31
                                   ----------------------------------------
                                    1996     1995    1994    1993     1992
                                  ------   ------  ------  ------   ------

Cash Dividends Paid Per Share(1)   $0.60    $0.56    $0.52   $0.48    $0.40
                                   =====    =====    =====   =====    =====

Cash Dividends Payout Ratio        83.3%(2)  56.6%    57.1%   36.1%(3) 32.0%
 (dividends declared per share     ====      ====     ====    ====     ====
  divided by net income
   per share - primary)

-------------------------
(1)   Not restated to reflect the acquisition of Prime Federal.
(2)   Cash  Dividends Payout Ratio was significantly increased in 1996 as a
      result of the SAIF special assessment which significantly reduced net
      income per share.  Without the SAIF special assessment, the Cash Dividend
      Payout Ratio would have been 55.0%.
(3)   Net income per share - primary before change in accounting for income
      taxes.

SUBSIDIARIES.  GNFSC, a wholly-owned subsidiary of the Savings Bank, engages
in the sale of credit life and disability  insurance, and offers brokerage
services to the public, including the sale of tax deferred annuities and mutual
funds.  First Northern's book value investment in GNFSC as of December 31, 1996
was $473,506.

    FNII,  a  wholly-owned  Savings  Bank subsidiary, was established September
2, 1994 for the purpose of managing a majority  of First Northern's investment
portfolio.  FNII managed approximately $24.6 million of investments for First
Northern at December 31, 1996.  First Northern's book value investment in FNII
as of December 31, 1996 was $24,744,057.

    In March 1992, First Northern acquired a 50% stock interest in SFC from
another financial institution.  SFC  originates, sells, and services
automobile loans.  As a result of this acquisition, SFC will on a regular
basis, sell such loans to First Northern but retain the servicing of the loans.
First Northern purchased $38.0  million  of such loans in 1996, $18.7 million
in 1995 and $32.6 million in 1994.  First Northern's book value investment in
SFC as of December 31, 1996 was $27,720.

    Keystone Financial Services, Inc. ("Keystone"), a wholly-owned subsidiary
of the Savings Bank, also engaged in the  sale of credit life and disability
insurance and tax deferred annuities and offered discount brokerage  services
for Prime Federal prior to the merger with and into First Northern.  After the
merger, First  Northern  transferred  such business to GNFSC.  Keystone is
inactive, but will continue to be a wholly-owned  subsidiary of the Savings
Bank for possible future use in a related or other area.  First Northern's
book value investment in Keystone as of December  31, 1996 was $100.

    Another wholly-owned subsidiary of the Savings Bank, First Northern
Financial Services, Inc., operated as  a  consumer  lending  subsidiary
through  1981.    As a result of legislative changes, First Northern now
directly  engages in consumer lending activities.  First Northern Financial
Services, Inc. is inactive, but it continues  in  existence  for  possible
future  use  in a related or other area.  First Northern's book value
investment in First Northern Financial Services, Inc. as of December 31, 1996
was $100.

    The  Financial Institutions Reform, Recovery and Enforcement Act of 1989
("FIRREA") imposes restrictions on savings associations' powers.  It
essentially creates parallel regulation for state and federally  chartered
savings  associations  and  prevents  state associations, such as the Savings
Bank, from exercising  powers not authorized to federal associations or which
the FDIC deems to constitute a serious risk to  the  safety,  soundness  or
stability of an insured institution and or the SAIF or to be inconsistent
with sound  banking  principles.  The  FDIC has informed First Northern
that the certain activities that GNFSC is performing are permissible for a
federal association but not a national bank.  Therefore, First Northern is
required to deduct  its  investment  and loans to GNFSC when calculating its
core, tangible and risked-based capital ratios.

EMPLOYEES.  At December 31, 1996, First Northern employed 190 full-time  and
48 part-time employees.  Management considers its relations with its
employees to be excellent.

REGULATION

GENERAL.   The operations of First Northern and the Savings Bank are highly
regulated, both at the federal and state  level.   First Northern is a
registered non-diversified unitary savings and loan holding company within
the  meaning  of  the  Home  Owners'  Loan  Act  1933,  as amended.  As such,
First Northern is subject to OTS examination  and  supervision as well as to
certain reporting requirements.  Since First Northern controls the Savings
Bank,  which  is  a  state  chartered institution, it is also subject to
examination, supervision and regulation  by  the  WDFI-Administrator.  As a
subsidiary of a savings and loan holding company, the Savings Bank  is
subject  to  certain  restrictions  in  its  dealings  with  First Northern and
with other companies affiliated  with  First  Northern, and is otherwise
subject to extensive supervision and regulation by the OTS (its  primary
federal  regulator),  the  WDFI-Administrator  (its primary state regulator),
the  FDIC (as administrator  of  the  SAIF)  and  the Federal Reserve Board.
The following summary does not purport to be a complete  description  of the
applicable laws and regulations which govern First Northern and the Savings
Bank and is qualified in its entirety by reference thereto.

FEDERAL REGULATION OF HOLDING COMPANIES

   ACTIVITIES  RESTRICTIONS.  There generally are no restrictions on the
activities of a savings and loan holding  company  which  holds  only  one
subsidiary savings association.  However, if the OTS determines that there
is reasonable cause to believe that the continuation by a savings and loan
holding company of an activity  constitutes a serious risk to the financial
safety, soundness or stability of its subsidiary savings association, the OTS
may impose such restrictions as deemed necessary to address such risk
including limiting:  (i) payment of dividends by the savings association;
(ii) transactions between the savings association  and  its  affiliates;
and  (iii)  any  activities of the savings association that might create a
serious  risk  that  the  liabilities  of the holding company and its
affiliates may be imposed on the savings association.

    If  First  Northern  were to acquire control of another savings association
in addition to the Savings Bank, First Northern would thereupon become a
multiple savings and loan holding company.  Except where such acquisition is
pursuant  to  the  OTS'  authority  to  approve  emergency thrift acquisitions
and where each subsidiary  savings  association  meets  the  qualified thrift
lender  ("QTL") test, the activities of First Northern  and any of its
subsidiaries (other than Savings Bank or other subsidiary savings institutions)
would thereafter  be  subject  to  further  restrictions.   Among other things,
no multiple savings and loan holding company  or  subsidiary  thereof  which
is not a savings association may commence or continue beyond a limited period
of time after becoming a multiple savings and loan holding company or
subsidiary thereof, any business activity,  upon prior notice to, and no
objection by, the OTS, other than:  (i) furnishing or performing management
services for a subsidiary savings association; (ii) conducting an insurance
agency or escrow business; (iii) holding, managing, or liquidating assets
owned by or acquired from a subsidiary savings institution;  (iv)  holding
or  managing properties used or occupied by a subsidiary savings institution;
(v) acting  as trustee under deeds of trust; (vi) those activities authorized
by regulation as of March 5, 1987 to be  engaged  in  by  multiple  holding
companies; or (vii) those activities authorized by the Federal Reserve Board
as  permissible for bank  holding  companies,  unless  the OTS by regulation
prohibits or limits such activities for savings and loan holding companies.
Those activities described in (vii) above must also be approved by the OTS
prior to being engaged in by a multiple holding company.

    Notwithstanding  the  above  rules  as  to permissible business activities
of unitary savings and loan holding  companies,  if  the  savings association
subsidiary of such a holding company fails to meet the QTL test, then such
unitary  holding  company  will become subject to the activities restrictions
applicable to multiple  holding  companies  and,  unless  the  savings
association  requalifies  as  a  QTL within one year thereafter,  shall
register as, and become subject to the restrictions applicable to, a bank
holding company.  Generally,  the  QTL test requires a savings association to
maintain at least 65% of its "portfolio assets" in certain  "qualified thrift
investments" (primarily residential mortgages and related investments,
including mortgage-backed  and  similar securities) on a monthly basis in nine
out of every 12 months.  The Savings Bank has met the QTL test since it first
became applicable in 1987.

    RESTRICTIONS  ON ACQUISITIONS.  Except under limited circumstances, savings
and loan holding companies are  prohibited  from  acquiring,  without  prior
approval  of  the  OTS: (i) control of any other savings association  or
savings and loan holding company or substantially all the assets thereof; or
(ii) more than 5% of  the  voting  shares of a savings association or holding
company thereof which is not a subsidiary.  Except with  the  prior  approval
of the OTS, no director or officer of a savings and loan holding company or
person owning  or  controlling  by proxy or otherwise more than 25% of such
company's stock, may also acquire control of  any  savings  association,
other than a subsidiary savings association, or of any other savings and loan
holding company.

    The  OTS  may  only  approve  acquisitions  resulting  in the formation
of a multiple savings and loan holding  company  which controls savings
associations in more than one state if:  (i) the multiple savings and loan
holding  company  involved  controls a savings institution which operated a
home or branch office in the state  of  the  association  to  be  acquired
as of March 5, 1987; (ii) the acquiror is authorized to acquire control  of
the  savings  association pursuant to the emergency acquisition provisions of
the Federal Deposit Insurance  Act;  or  (iii)  the  statutes  of  the  state
in  which the association to be acquired is located specifically  permit
institutions  to be acquired by state-chartered associations or savings and
loan holding companies  located  in  the state where the acquiring entity is
located (or by a holding company that controls such  state-chartered  savings
institution).  Under current Wisconsin law, Wisconsin chartered savings
associations  and  their  holding  companies  may  acquire  savings
associations  and holding companies whose principal  place of business is
located in Illinois, Indiana, Iowa, Kentucky, Michigan, Minnesota, Missouri
or Ohio,  provided  that  reciprocal  legislation  is  adopted  in  such
states.   All but Missouri have adopted reciprocal  legislation.
Consequently,  savings associations or their holding companies in such
states that have adopted reciprocal legislation may acquire a savings
association or holding company based in Wisconsin.

TRANSACTIONS WITH AFFILIATES.   Transactions  between  savings  associations
and any affiliate are governed  by  Sections  23A  and 23B of the Federal
Reserve Act.  An affiliate of a savings association is any company  or entity
which controls, is controlled by or is under common control with the savings
association.  In  a  holding  company  context, the parent holding company of
a savings association (such as First Northern) and any companies which are
controlled  by  such  parent  holding  company  are affiliates of the savings
association.  Generally, Sections 23A and 23B: (i) limit the extent to which
the savings association or its subsidiaries  may  engage  in  "covered
transactions" with any one affiliate to an amount equal to 10% of such savings
association's capital stock and surplus, and contain an aggregate limit on all
such transactions with all  affiliates  to  an  amount equal to 20% of such
capital stock and surplus; and (ii) require that all such transactions  be  on
terms substantially the same, or at least as favorable to the institution or
subsidiary, as  those provided to a non-affiliate.  The term "covered
transactions" includes the making of loans, purchase of  assets, issuance of
a guarantee and other similar types of transactions.  In addition to the
restrictions imposed by Sections 23A and 23B, no savings association may:
(i) loan or otherwise extend credit to an affiliate, except for any affiliate
which engages only in activities which are permissible for bank holding
companies; or (ii) purchase or invest in any stocks, bonds, debentures, notes
or similar obligations of any affiliate, except for affiliates which are
subsidiaries of the savings association.

    The  restrictions  contained  in  Section  22(h)  of the Federal Reserve
Act apply to loans by savings associations to executive officers, directors
and principal stockholders (such as First Northern).  Section 22(h)  requires
that loans to directors, executive officers and greater than 10% stockholders
("Insiders") be made  on  terms  substantially  the  same  as  offered  in
comparable transactions to other persons.  Loans to Insiders  may  only  be
made  on  more favorable terms pursuant to a benefit or compensation program
which is widely  available  to  association  employees  and  which  does not
give preference to any Insiders over other employees.  Under  Section  22(h),
loans to an executive officer and to a greater than 10% stockholder of a
savings  association,  and  certain  affiliated  entities of either, may not
exceed, together with all other outstanding loans to such persons and
affiliated  entities, the association's loan-to-one-borrower limit (generally
equal  to  15%  of  the institution's unimpaired capital and surplus and an
additional 10% of such capital and surplus for loans fully secured by certain
readily marketable collateral).  Section 22(h) also prohibits loans, above
amounts prescribed by the appropriate federal banking agency, to directors,
executive officers and greater than 10% stockholders of a savings association,
and their respective affiliates, unless such loan is approved in advance by a
majority  of  the board of directors of the association with any "interested"
director not participating in the voting.  The Federal Reserve Board has
prescribed the loan amount (which includes all other outstanding loans to
such person), as to which such prior board of director approval is required,
to be the greater of $25,000 or 5% of capital and surplus (up to $500,000).

FIRREA AND FDICIA.  The FIRREA, adopted on August 9, 1989, has significantly
changed the federal regulatory  framework  for  savings  associations. FIRREA
redefined applicable capital standards for savings associations and
significantly  increased the minimum levels of capital required to be
maintained by savings associations,  with  the  levels  being raised in steps
until fully phased-in on January 1, 1993.  Regulations adopted  by  the  OTS
since the enactment of FIRREA have established new minimum leverage capital
requirements for  savings associations.  The Savings Bank is in compliance
with the minimum capital requirements applicable to it.

    On December 19, 1991, the Federal Deposit Insurance Corporation Improvement
Act of 1991 ("FDICIA") was enacted  into  law.  FDICIA provides for, among
other things, establishment by the federal banking agencies of revised
risk-based  capital  requirements designed to account for interest rate risk,
concentration of credit risk  and  the  risks  of  nontraditional activities;
enhanced federal supervision of depository institutions, including greater
authority for the appointment of a conservator or receiver for undercapitalized
institutions;  the  establishment  of  risk-based deposit insurance premiums;
limitation of equity investments and  other  activities  permissible to state
savings  associations to those permissible for federal savings associations;
liberalization  of  the QTL; greater restrictions on transactions with
affiliates; and mandated consumer  protection  disclosures  with  respect  to
deposit accounts.  Certain provisions of FDICIA which are potentially
applicable to the Savings Bank are discussed below.

    FDICIA requires the federal banking regulators to define five levels of
regulatory capital (i.e., well capitalized,  adequately  capitalized,
undercapitalized,  significantly  undercapitalized  and  critically
undercapitalized)  and  mandates specific enforcement actions that the federal
banking agencies must take with respect  to  depository  institutions  whose
capital  level  is  significantly  below  the required minimums.  Depending
upon the capital level which the institution fails to meet, such institution
may be prohibited from increasing  its  assets, acquiring another institution,
establishing a branch, engaging in any new activities, or  making  capital
distributions.  Other actions which federal banking agencies may take with
respect to such institution  include requiring the issuance of additional
voting securities; placing limitations on asset growth; mandating asset
reduction; mandating changes in senior management; requiring the divestiture,
merger or acquisition of the institution; placing restrictions on executive
compensation; and any other action that the  agency  deems appropriate.  If
the depository institution's capital levels fall below certain thresholds,
FDICIA  requires  that the appropriate federal banking agency be appointed as
a receiver or conservator of the institution.

    During  1992,  the  federal banking regulators began the task of proposing
and adopting regulations required  to  implement the provisions of FDICIA.
The OTS, along with the other federal banking agencies, adopted uniform
regulations  establishing criteria to define the five levels of regulatory
capital specified under  FDICIA.  Under those regulations, the Savings Bank
falls into the category of well capitalized, and the provisions  of  FDICIA
described  in  the preceding paragraph are therefore not expected to have any
material adverse effect on the Savings Bank.

     The FDIC also adopted a final rule establishing a risk-based insurance
premium assessment system which took  effect  on  January 1, 1993.  Under this
regulation, insurance premiums of SAIF insured institutions may vary, depending
on  the regulatory capital level and supervisory rating of the institution.
This risk-based premium  assessment system is not expected to result in any
material increase in insurance premium assessments applicable to the Savings
Bank because of its relatively high level of regulatory capital and favorable
supervisory  ratings.    However, the FDIC has indicated it will review the
adequacy of the premium assessment levels  and  will  make  further  changes
in premium rates as necessary to assure sufficient reserves are maintained
in the insurance fund.

     As  anticipated,  the Savings Association Insurance Fund ( SAIF ) of the
FDIC was recapitalized during 1996  by  a  one-time special assessment
imposed on all SAIF members.  The $2,856,000 assessment paid by First Northern
had a significant impact on its 1996 financial results.  However, the effect
of the recapitalization is a significant reduction in federal deposit
insurance premiums for SAIF-insured institutions on an ongoing basis.  See
Management's Discussion and Analysis of Financial Condition and Results of
Operations incorporated by reference in Item 7 hereof.

    Other  examples  of regulations adopted and other significant regulatory
developments under FDICIA are summarized  below.    Although  applicable to
the Savings Bank, none of these regulations are expected to have any  material
adverse effect on First Northern's financial condition or future operations.
The FDIC has adopted  regulations requiring all insured depository institutions
with $150 million or more in assets to have annual audits by an independent
public  accountant  and an independent audit committee made up of outside
directors,  and  requiring  annual  reports  by  management  on  its
responsibility  for  preparing financial statements and establishing and
maintaining an internal control structure for financial reporting and compli-
ance.  The  FDIC adopted a rule prohibiting insured depository institutions
from soliciting deposits by offering  rates significantly higher than
community rates or the national rates paid on deposits of comparable maturity.
The  federal  regulatory  agencies  have established uniform rules and
guidelines for real estate lending,  but  these  rules  do  not  preclude
individual  institutions  from establishing their own specific standards.  The
Federal  Reserve  Board  adopted  a  rule  under  the Truth in Savings Act
imposing certain disclosure in advertising requirements for interest-bearing
transaction and savings accounts, and requiring that an individual and other
non-business  accounts  offered by depository institutions be accompanied by
disclosures  of  the terms, conditions, fees and yields applicable to the
account.  This rule also establishes standardized  terms  that must be used
in connection with interest-bearing deposits.  Finally, the OTS adopted
a  new  rule  effective  January 1, 1994 requiring savings institutions to
reflect interest-rate risk in their
capital  requirements.  For institutions in excess of $300 million in assets,
like the Savings Bank, institutions  will be required to hold capital against
interest rate risk only when the risk exceeds a decline in net portfolio value
of more than 2% of an institution s assets.  Net portfolio value is the
difference between incoming and outgoing discounted cash flows from assets,
liabilities and off-balance sheet contracts.

STATE REGULATION

    Under  Wisconsin  law, a savings and loan holding company which controls a
Wisconsin chartered savings and  loan  (such  as  First  Northern) is subject
to the supervision and control of the WDFI-Administrator.  A savings  and  loan
holding company will be required to file reports of its financial condition
when requested by  the WDFI-Administrator.  The WDFI-Administrator may examine
the savings and loan holding company at any time it deems  necessary.  If in
the opinion of the WDFI-Administrator, the condition or operations of the
savings  and  loan  holding  company  would  endanger the safety of the capital
of the Savings Bank, the WDFI-Administrator may: (i) order the savings and loan
holding company to correct any such deficiency; (ii) fully direct the
operation of such savings and loan association or savings and loan holding
company until the order is complied with; and/or (iii) withhold all dividends
from the institution whose operation he directs.

    While  specific  Wisconsin  provisions  governing  savings  associations
may  vary  from  the federal regulations  described above, in most regards the
state regulations parallel federal regulations.  Regulations of  the
WDFI-Administrator limit the loan-to-value ratios with respect to residential
and commercial property loans, establish liquidity and loan reserve
requirements, regulate the sale of loans and participation interest therein,
and limit service corporation activities.  The approval of the
WDFI-Administrator is required to open, sell, purchase or relocate a branch
office and to effect mergers involving Wisconsin chartered savings institutions.

     The WDFI-Administrator established a net worth (computed in accordance
with generally accepted accounting  principles) to total assets ("net worth
ratio") requirements in 1987.  Those requirements were implemented in stages
until the currently required 6% net worth ratio was achieved, which is the net
worth requirement for 1996.  The WDFI-Administrator may, however, require a
state-chartered savings institution to maintain a higher net worth level if the
WDFI-Administrator determines that the institution's operations otherwise
entail a greater risk requiring a higher level of net worth to assure stability.

PAYMENT OF DIVIDENDS

    The ability of the Savings Bank to pay dividends on its stock is restricted
by regulations of the OTS and WDFI-Administrator and by tax considerations
related to savings associations.  While First Northern will not be subject
directly to these restrictions on its ability to pay dividends, and will be
only directly governed  by  certain restrictions imposed by the Wisconsin
Business Corporation Law (the "WBCL") on Wisconsin corporations generally,
because First Northern's ability to pay dividends will depend primarily upon
the ability of the Savings Bank to pay dividends or otherwise transfer funds to
it, First Northern will be indirectly affected by these restrictions.

    Under  OTS  regulations,  a  savings  association that, immediately prior
to, and on a pro forma basis after  giving effect to, a proposed capital
distribution (including cash dividends, stock repurchases and cash mergers),
has total capital (as defined by OTS regulation) that is equal to or greater
than the amount of its fully  phased-in  capital  requirements (a "Tier 1
Association") is generally permitted, after notice, to make capital
distributions  during  a  calendar  year  in  the amount equal to the greater
of:  (a) 75% of its net income for the previous four quarters; or (b) up to
100% of its net income to date during the calendar year plus an amount that
would  reduce  by  one-half  the  amount by which its ratio of total capital to
assets exceeded  its  fully  phased-in  capital requirement to its assets at
the beginning of the calendar year.  The Savings  Bank  currently  qualifies
as  a  Tier  1 Association.  Furthermore, the OTS may prohibit a proposed
capital  distribution  which  would  otherwise be permitted by the regulations
if the OTS determines that such distribution would constitute an unsafe or
unsound practice.

    As  discussed  above,  the  WDFI-Administrator has promulgated regulations
which establish certain net worth  to  total  assets  requirements.  The net
worth requirement is 6.00% for 1996 and thereafter.  Unless a Wisconsin
savings association receives the WDFI-Administrator's prior written approval,
it may not pay a dividend or otherwise distribute any profits  when  its  net
worth  ratio  is,  or  upon such payment or distribution  would  be,  below
the WDFI-Administrator's net worth requirements.  At December 31, 1996, First
Northern's net worth ratio for Wisconsin regulatory purposes was 11.2%.

    In addition to the foregoing, earnings of the Savings Bank appropriated to
bad debt reserves for losses  and  deducted  for federal income tax purposes
are  not  available to pay cash dividends or other distributions  without
payment  of  federal  income taxes at the then current income tax rates on the
amounts deemed  paid  therefrom.  Also, the Savings Bank is not permitted to
pay dividends on its capital stock if its regulatory  capital  would  thereby
be  reduced below the remaining balance of any liquidation accounts which were
established  for  the benefit of certain depositors of the Savings Bank (and
savings associations merged into the Savings Bank) in connection with the
conversion from the mutual to stock form of ownership.

    While  the  ability  of  First  Northern  to  pay  dividends will not be
directly subject to the above restrictions,  it  will  be  limited  by
restrictions  imposed  by  the WBCL.  The WBCL prohibits a Wisconsin
corporation  from  making  a  distribution  (including  a cash dividend,
stock repurchase or a distribution of evidences  of indebtedness) if, after
giving effect, such corporation would be unable to pay its debts as they come
due  in the usual course of business or if such corporation's total assets
would be less than the sum of its  liabilities  and the amount that would be
needed, if such corporation were to be dissolved at the time of the
distribution,  to satisfy the preferential rights upon dissolution of any
stockholders whose preferential rights are superior to those receiving the
distribution.

     The  payment  of future cash dividends by First Northern will depend
primarily upon the Savings Bank's earnings,  financial  condition  and
capital  requirements,  as well as the tax and regulatory considerations
discussed  herein.    The  Savings  Bank Board of Director considers many
factors in the payment of dividends, including  the  Savings  Bank's
profitability, maintenance of adequate capital, the Savings Bank's current
and anticipated  future  income,  outstanding  loan  commitments,  adequacy
of loan loss reserves, cash flow requirements and economic conditions.
Federal regulations require the Savings Bank to give the OTS 30 days' advance
notice of any proposed declaration of dividends to First Northern.

     The  dividend restrictions referred to above are not currently expected
to impair the ability of First Northern to make dividend payments consistent
with past practice.

FEDERAL AND STATE TAXATION

FEDERAL TAXATION.  First Northern and its subsidiaries file a calendar year
consolidated federal income tax return, reporting income and expenses using
the accrual method of accounting.

BAD DEBT RESERVES.  On August 20, 1996, the President of the United States
signed the Small Business Job Protection Act of 1996 (the"Act").  The Act
repealed the  reserve method  of accounting for bad debts by most  thrift
institutions effective for taxable years beginning after 1995.  Larger thrift
institutions such as First  Northern  are now required to use the "specific
charge-off method."  The Act also grants partial relief from reserve capture
provisions  which  are  triggered  by  the  change in method.  This legislation
is not expected  to  have  a  material  impact on First Northern s financial
condition or results of operations.  See Note  H  of the Notes to First
Northern's Consolidate Financial Statement, incorporated by reference in Item 8
hereof.

     The  federal  income  tax  returns for First Northern have been examined
and audited or closed without audit by the IRS for tax years through 1989.

     Depending  on the composition of its items of income and expense, a
savings institution may be subject to  alternative minimum tax ("AMT") to the
extent AMT exceeds the regular tax liability.  AMT is calculated at 20%  of
alternative minimum taxable income ("AMTI").  AMTI equals regular taxable
income increased by certain tax  preferences,  including  depreciation
deductions  in excess of allowable AMT amounts, certain tax-exempt interest
income,  the  excess  of bad debt deduction over the experience calculation
and 75% of the excess of adjusted  current  earnings  ("ACE")  over  AMTI.
ACE  equals  AMTI  adjusted  for certain items, primarily accelerated
depreciation  and  tax-exempt interest.  The payment of AMT will create a tax
credit which can be carried forward indefinitely to reduce the regular tax
liability in future years.

STATE  TAXATION.    The  state  of Wisconsin imposes a corporate franchise tax
at 7.9% on the separate taxable incomes of the members of First Northern's
consolidated federal income tax group except FNII, which is located in Nevada
and  manages a portion of the Savings Bank's investment portfolio.  The income
of FNII is only subject to taxation in Nevada which currently does not impose
a corporate income or franchise tax.

INCOME  TAX  ACCOUNTING  STANDARD.  In February, 1992, SFAS No. 109,
"Accounting for Income Taxes" was issued. SFAS  No. 109 requires that deferred
tax assets be recognized and measured on the likelihood of realization of a
tax benefit in future years.  Deferred tax assets are recognized for deductible
temporary differences and operating  loss  and  tax credit carry forwards.
SFAS No. 109 is effective for years beginning after December 15, 1992.  First
Northern established a deferred tax asset of $470,000 in the first quarter of
1993.

ITEM 2.  PROPERTIES.

    First  Northern's  corporate/downtown  office  is  located  at  201  North
Monroe  Avenue, Green Bay, Wisconsin.  The  Savings Bank conducts its business
from the corporate/downtown office and 19 additional branch offices at
locations described below in Brown, Manitowoc, Door, Shawano, Calumet,
Outagamie, Waupaca and  Marinette  counties.  First Northern has under
continuing review the possibility of applying for additional branch locations,
depending  on  management's  assessment of market and economic conditions, the
availability of locations and the proximity of branches of competing
institutions.

    The following table lists each of First Northern's offices.

DOWNTOWN GREEN BAY                                   KIEL
201 N. Monroe Avenue                                 622 Fremont Street
Green Bay, WI  54301-4995                            Kiel,  WI  53042-1321
Brown County                                         Manitowoc County

PESHTIGO                                             STURGEON BAY
616 French Street                                    1227 Egg Harbor Road
Peshtigo, WI  54157-0193                             Sturgeon Bay WI 54235-0068
Marinette County                                     Door County

PINE TREE MALL                                       SHAWANO
2314 Roosevelt Road                                  835 E. Green Bay Avenue
Marinette, WI  54143-0345                            Shawano, WI  54166-0396
Marinette County                                     Shawano County

ASHWAUBENON                                          BRILLION
2357 S. Oneida Street                                314 N. Main Street
Green Bay, WI  54304-5286                            Brillion, WI  54110-1198
Brown County                                         Calumet County

HOWARD                                               EAST MASON
2603 Glendale Avenue                                 2370 East Mason Street
Green Bay, WI  54313-6823                            Green Bay, WI  54302-3347
Brown County                                         Brown County

EAST                                                 WEST DE PERE
2255 University Avenue                               749 Main Avenue
Green Bay, WI  54308-8046                            De Pere, WI  54115-5190
Brown County                                         Brown County

CRIVITZ                                              EAST DE PERE
315 Highway 141                                      330 North Broadway
Crivitz, WI  54114-0340                              De Pere, WI  54115-5250
Marinette County                                     Brown County

NEW HOLSTEIN                                         WEST
2205 Wisconsin Avenue                                2424 West Mason Street
New Holstein, WI  53061-1291                         Green Bay,  WI  54303-4711
Calumet County                                       Brown County

NEW LONDON                                           HORTONVILLE
101 Park Street                                      209 South Nash Street
New London,  WI  54961-1246                          Hortonville, WI 54944-9454
Waupaca County                                       Outagamie County

MARINETTE                                            SEYMOUR
830 Pierce Avenue                                    689 Woodland Plaza
Marinette, WI  54143-0138                            Seymour,  WI  54165-1659
Marinette County                                     Outagamie County

     With  the exception of the Pine Tree Mall location, which is leased, First
Northern owns the remainder of  its  locations.   The nineteen owned locations
are all free-standing buildings which contain between 1,800 and  3,600  square
feet, with the exception of the corporate/downtown office, New London office
and East De Pere  office which contain approximately 25,000, 8,000 and 4,400
square feet, respectively.  Each of the owned locations  also has drive-up
facilities.  The Pine Tree Mall location is approximately 1,500 square feet.
All of First Northern's services are available to its customers in each office.

     The  nineteen locations owned by First Northern had a book value (net of
accumulated depreciation) of $6,886,000 at December 31, 1996.  The leasehold
improvements of the Pine Tree Mall location had a book value (net  of
accumulated  depreciation)  of  $28,000 at December 31, 1996.  First Northern
sold two free standing offices in 1995, which had an aggregate book value of
$435,000.

      All  of  First  Northern's  locations  are designed for use and operation
as a savings bank, are well maintained and suitable for current operations.

ITEM 3.  LEGAL PROCEEDINGS.

       To  First Northern's knowledge, no material legal proceedings are
pending or contemplated to which it or  any  of  its  subsidiaries  are  or
would be a party, or of which any of their property is or would be the subject,
other than ordinary routine litigation incidental to its business.


ITEM 4.  SUBMISSION OF MATTES TO A VOTE OF SECURITY HOLDERS.

Not applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT.
    The  following  table contains certain information regarding those officers
of First Northern and the Savings  Bank who have been determined by the Board
of Directors of First Northern to be Executive Officers of First Northern.

                                  OFFICES AND POSITIONS
                                   WITH FIRST NORTHERN          PRESENT OFFICE
NAME                      AGE      AND THE SAVINGS BANK          HELD SINCE(1)

Michael D. Meeuwsen        43     Director, President                 1988 (2)
                                  and Chief Executive Officer
                                  of First Northern and the
                                  Savings Bank


Richard C. Smits           58     Director, Executive Vice President  1994 (3)
                                  and Chief Operating Officer
                                  of First Northern and the
                                  Savings Bank

Rick B. Colberg            44     Vice President, Chief               1980 (4)
                                  Financial Officer and
                                  Treasurer of First Northern
                                  and the Savings Bank

Marla J. Carr              41     Vice President-Human                1980 (5)
                                  Resources and Secretary
                                  of First Northern and the
                                  Savings Bank

John E. Steinbrecker       46     Vice President-Retail Deposits      1984 (6)
                                  and Brokerage Services
                                  of the Savings Bank

Richard E. Aicher          46     Vice President-Lending of           1979 (7)
                                  the Savings Bank

Dale J. Darmody            48     Vice President-Director of          1990 (8)
                                  Branch Development of the
                                  Savings Bank

Steven L. Wilmet           50     Vice President-Operations and       1994 (9)
                                  Branch Development of the
                                  Savings Bank

---------------------
(1)      Indicates  date  when individual first held present office with the
         Savings Bank.  All persons listed herein became executive officers of
         First Northern in 1995.

(2)      Mr.  Meeuwsen  joined  the  Savings  Bank in 1980 as a branch manager
and was named Vice President of Operations  and  Savings  Manager  in  1982.
In 1984, Mr. Meeuwsen became Executive Vice President and Chief Operating
Officer,  in  April,  1989 was named President and Chief Operating Officer and
in January, 1990 was named President and Chief Executive Officer of the
Savings Bank.

(3)      Mr.  Smits joined the Savings Bank in April, 1994 upon consummation of
the merger with Prime Federal, assuming  his present position pursuant to the
terms of the merger agreement.  Prior to such merger, Mr. Smits was  President
and Chief Executive Officer of Prime Federal commencing in 1992 and President
of Prime Federal prior to 1992.

(4)      Mr.  Colberg, prior to becoming Treasurer of the Savings Bank in 1982,
was Vice President since 1978,and  was designated Chief Financial Officer in
1980.  Mr. Colberg has been employed by the Savings Bank for 26 years.

(5)      Ms.  Carr  has  been  Human  Resource  Director of the Savings Bank
since 1976.  She was elected Vice President and Secretary in 1980.  Ms. Carr
has been with the Savings Bank for 24 years.

(6)      Mr.  Steinbrecker  was named Vice President-Retail Deposits and
Brokerage Services in 1994.  Prior to that  he  was  named  Vice
President-Savings and Marketing in 1984 and was named Vice President and
Marketing Director in 1981.  Mr. Steinbrecker has been employed by the Savings
Bank for 18 years.

(7)      Mr.  Aicher,  who  has  been with the Savings Bank since 1974, was
elected Vice President in 1977 and designated loan manager in 1979.  Mr. Aicher
has been employed by the Savings Bank for 22 years.

(8)      Mr.  Darmody was elected Vice President in 1990.  Prior to that date,
he was Assistant Vice President and Residential Loan Origination Manager since
1985.  Mr. Darmody joined the Savings Bank in 1981.

(9)      Mr.  Wilmet joined the Savings Bank in April, 1994 upon consummation
of the merger with Prime Federal, assuming his present position pursuant to
the terms of the merger agreement.  Prior to such merger, Mr. Wilmet served as
Vice President of Operations and Secretary of Prime Federal.

                                     PART II

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

Information  in  response  to  this  item  is  incorporated  herein  by
reference to "Common Stock Prices and Dividends"  on page 7 of First Northern's
Annual Report to Stockholders for the fiscal year ended December 31,1996
(the "1996 Annual Report").

ITEM 6.  SELECTED FINANCIAL DATA.

Information  in  response to this item is incorporated by reference to
"Selected Financial Highlights" on page 1 of the 1996 Annual Report.

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

Information  in response to this item is incorporated by reference to
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 9 through 19 of the 1996 Annual Report.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Information  in  response  to  this  item is incorporated by reference to
"Quarterly Financial Information" on page 19 and the consolidated financial
statements on pages 20 through 36 of the 1996 Annual Report.

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

Not applicable.

                                        PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Information  in  response to this item is incorporated herein by reference to
"Election of Directors" (pages 3 through 5) and Section 16(a) Beneficial
Ownership Reporting Compliance" (page 14)(which does not contain disclosure
of any filing delinquencies) in First Northern's definitive Proxy Statement
for its Annual Meeting of  Stockholders  on April 30, 1997 (the "1997 Annual
Meeting Proxy Statement").  See also "Executive Officers of the Registrant
in Part I hereof, which is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION.

Information  in  response  to  this item is incorporated by reference to
"Director Compensation" (pages 5 and 6), "Executive  Compensation"  (other
than  "Compensation  Committee  Report on Executive Compensation" thereunder,
which  is  not incorporated by reference herein) (pages 8 through 11) and
"Compensation Committee Interlocks and Insider Participation" (page 12) in
the 1997 Annual Meeting Proxy Statement.

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

Information  in  response  to  this  item  is  incorporated  by  reference  to
"Security Ownership of Certain Beneficial Owners and Management"
(pages 2 and 3) in the 1997 Annual Meeting Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Information  in  response  to this item is incorporated by reference to
"Compensation Committee Interlocks and Insider  Participation" (page 12) and
"Certain Transactions with First Northern" (pages 13 and 14) in the 1997
Annual Meeting Proxy Statement.


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

(a)   Documents filed as part of the Report.:
      1. and 2.      FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES.


The following consolidated financial statements of First Northern Capital Corp.
and subsidiaries are filed as part of this report under Item 8, "Financial
Statements and Supplementary Data":

Consolidated Statements of Financial Condition - December 31, 1996 and 1995.

Consolidated Statements of Income - Years Ended December 31, 1996, 1995
and 1994.

Consolidated Statements of Stockholders' Equity - Years Ended December 31,
1996, 1995 and 1994.

Consolidated Statements of Cash Flows - Years Ended December 31, 1996, 1995
and 1994.

Notes to Consolidated Financial Statements.

Report of Ernst & Young LLP, Independent Auditors.

All schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under
the related instructions or are inapplicable, and therefore have been omitted.

     3.   EXHIBITS.    See  Exhibit  Index following the signature page of this
          report, which is incorporated  herein  by  reference.  Each
          management contract or compensatory plan or arrangement required to
          be  filed as an exhibit to this report is identified in the
          Exhibit Index by two asterisks following its exhibit number.

         (b) Reports on Form 8-K:

             No reports on Form 8-K were filed during the last quarter of 1996.


<PAGE>

                                   SIGNATURES
    Pursuant  to  the  requirements  of  Section  13  or  15(d)  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.
March 28, 1997

                                       By:   /s/Michael D. Meeuwsen
                                                Michael D. Meeuwsen
                                       President and Chief Executive Officer

                                _________________

                               POWER OF ATTORNEY

   Each  person whose signature appears below hereby authorizes Michael D.
Meeuwsen, J. Gus Swoboda and Rick B. Colberg, or any of them, as
attorneys-in-fact with full power of substitution, to execute in the name and
on behalf of such person, individually, and in each capacity stated below or
otherwise, and to file, any and all amendments to this report.

                                  ________________


   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated.*

                                Signature and Title

         /s/J. Gus Swoboda                        /s/Thomas J. Lopina, Sr.
J. Gus Swoboda, Chairman and Director         Thomas J. Lopina, Sr., Director


        /s/Michael D. Meeuwsen                   /s/Robert J. Mettner
Michael D. Meeuwsen, President,               Robert J. Mettner, Director
Chief Executive Officer and Director
   (Principal Executive Officer)

       /s/Rick B. Colberg                            /s/Robert B. Olson
Rick B. Colberg, Vice President, Treasurer       Robert B. Olson, Director
     and Chief Financial Officer
(Principal Financial and Accounting Officer)


/s/Howard M. Frankenthal                          /s/Richard C. Smits
Howard M. Frankenthal, Director             Richard C. Smits, Executive Vice
                                            President, Chief Operating Officer
                                            and Director

_______________
*  Each of the above signatures is affixed as of March 31, 1997.




                         FIRST NORTHERN CAPITAL CORP.
                             (THE "REGISTRANT)

                          COMMISSION FILE NO. 0-27982
                                EXHIBIT INDEX
                                    TO
                        1996 ANNUAL REPORT ON FORM 10-K

<TABLE>
<CAPTION>
EXHIBIT                                                     INCORPORATED HEREIN                   Filed
NUMBER              DESCRITPTION                             BY REFERENCE TO                   Herewith
<S>         <C>                                            <C>                                      <C>
 2.1         Agreement and Plan of Reorganization, dated    Appendix A to the Proxy
             as of August 16, 1995, by and among            Statement/Prospectus dated November
             Registrant, First Northern Savings Bank,       2, 1995 (the "Proxy
             S.A. (the "Savings Bank") and FNGB Interim     Statement/Prospectus") contained in
             Savings Bank, FSB                              the Registrant's Registration
                                                            Statement on Form S-4 (No. 33-
                                                            98088) filed on October 13, 1995,
                                                            as amended by Pre-Effective
                                                            Amendment No. 1 filed on October
                                                            31, 1995 ( the "1995 Registration
                                                            Statement")

 3.1         Articles of Incorporation                      Appendix B to the Proxy
                                                            Statement/Prospectus
 3.2         Bylaws                                         Appendix C to the Proxy
                                                            Statement/Prospectus

 4*

 4.1         Specimen Common Stock Certificate              Exhibit 4.1 to Registrant's Current
                                                            Report on Form 8-K dated as of
                                                            December 20, 1995 (the "12/20/95 8-
                                                            K")
 4.2         Articles III, IV and VII of Articles of        See Exhibit 3.1 above
             Incorporation

10.1**      Management Incentive Plan of Savings Bank      Exhibit 10.1 to Registrant's
                                                           12/20/95 8-K
10.2.1**    Employment Agreements, dated as of             Exhibit 10.2.1 to Registrant's
            January 2, 1990, between Savings Bank and      12/20/95 8-K
            each of the following executive officers of
            Savings Bank:  Michael D. Meeuwsen; Rick B.
            Colberg; Marla J. Carr; Richard E. Aicher;
            and John E. Steinbrecker

10.2.2**    Employment Agreement, dated as of              Exhibit 10.2.2 to Registrant's
            January 2, 1992, between Savings Bank and      12/20/95 8-K
            Dale J. Darmody

10.2.3**    Employment Agreement, dated as of June 12,     Exhibit 10.2.3 to Registrant's
            1992, between Savings Bank and Ralph N.        12/20/95 8-K
            Marten

10.2.4**    Employment Agreements, dated as of April       Exhibit 10.2.4 to Registrant's
            28, 1994, between Savings Bank and each of     12/20/95 8-K
            the following executive officers of Savings
            Bank:  Charles R. Albers; Richard C. Smits;
            and Steven L. Wilmet

10.2.5**    Amendments No. 1 to Employment Agreements,     Exhibit (10)-2.5 to Registrant's
            dated as of September 20, 1995, between        1995 Registration Statement
            Savings Bank and each of the following
            executive officers of Savings Bank:
            Michael D. Meeuwsen; Rick B. Colberg; Marla
            J. Carr; Richard E. Aicher; John E.
            Steinbrecker; Dale J. Darmody; Ralph N.
            Marten; Charles R. Albers; Richard C.
            Smits; and Steven L. Wilmet

10.3**      Non-Qualified Deferred Retirement Plan for     Exhibit 10.3 to Registrant's
            Directors of Savings Bank                      12/20/95 8-K

10.4.1**    1984 Stock Option Plan (assumed by             Exhibit 10.4.1 to Registrant's
            Registrant)                                    12/20/95 8-K

10.4.2**    1989 Executive Stock Option Plan (assumed      Exhibit 10.4.2 to Registrant's
            by Registrant)                                 12/20/95 8-K

10.4.3**    1989 Directors' Stock Option Plan (assumed     Exhibit 10.4.3 to Registrant's
            by Registrant)                                 12/20/95 8-K

10.4.4**    1989 Stock Option and Incentive Plan           Exhibit 10.4.4 to Registrant's
            (assumed by Registrant)                        12/20/95 8-K

10.4.5**    1994 Executive Stock Plan (assumed by          Exhibit 10.4.5 to Registrant's
            Registrant)                                    12/20/95 8-K

10.4.6**    1994 Directors' Stock Option Plan (assumed     Exhibit 10.4.6 to Registrant's
            by Registrant)                                 12/20/95 8-K

10.5.1**    Executive Employee Salary Continuation         Exhibit 10.5.1 to Registrant's
            Agreement, dated July 15, 1986, between        12/20/95 8-K
            Savings Bank (as successor to New London
            Savings and Loan Association) and Ralph N.
            Marten

10.5.2**    Amendment No. 1 to Executive Employee          Exhibit (10)-5.2 to Registrant's
            Salary Continuation Agreement, dated as of     1995 Registration Statement
            September 20, 1995, between Savings Bank
            and Ralph N. Marten

10.5.3**    Salary Continuation Agreement, dated as of     Exhibit 10.5.3 to Registrant's
            April 28, 1994, between Savings Bank and       12/20/95 8-K
            Richard C. Smits

10.5.4**    Amendment No. 1 to Salary Continuation         Exhibit (10)-5.4 to Registrant's
            Agreement, dated as of September 20, 1995,     1995 Registration Statement
            between Savings Bank and Richard C. Smits


10.6.1**    Supplemental Retirement Agreements, dated      Exhibit 10.6.1 to Registrant's
            as of January 1, 1994, between Savings Bank    12/20/95 8-K
            and each of the following executive
            officers of Savings Bank:  Richard E.
            Aicher; Marla J. Carr; Rick B. Colberg;
            Dale J. Darmody; Michael D. Meeuwsen; and
            John E. Steinbrecker

10.6.2**    Supplemental Retirement Agreement, dated as    Exhibit (10)-6.2 to Registrant's
            of January 1, 1995, between Savings Bank       1995 Registration Statement
            and Richard C. Smits

10.6.3**    Amendments No. 1 to Supplemental Retirement    Exhibit (10)-6.3 to Registrant's
            Agreements, dated as of September 20, 1995,    1995 Registration Statement
            between Savings Bank and each of the
            following executive officers of Savings
            Bank:  Richard E. Aicher; Marla J. Carr;
            Rick B. Colberg; Dale J. Darmody; Michael
            D. Meeuwsen; John E. Steinbrecker and
            Richard C. Smits

10.7        Agreements in connection with acquisition      Exhibit 10.7 to Registrant's
            of 50% stock interest in Savings Financial     12/20/95 8-K
            Corporation

11.1        Statement regarding computation of per                                                         X
            share earnings

13.1        Portions of Annual Report to Stockholders                                                      X
            for the year ended December 31, 1996
            incorporated by reference (pages 1, 7 and
            9-36)

21.1        List of Subsidiaries of Registrant             Exhibit 21.1 to Registrant's
                                                           12/20/95 8-K

23.1        Consent of Ernst & Young LLP, Registrant's                                                     X
            independent auditors

24.1        Power of Attorney, contained in the                                                            X
            signature page of this Report

27.1        Financial Data Schedule, which is submitted
            electronically to the Securities and
            Exchange Commission for information only
            and not filed.
</TABLE>
 __________________
 *  Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, the Registrant agrees
    to furnish to the SEC, upon request, a copy of any unfiled instrument
    defining the rights of security holders.

**  Management contracts and executive compensation plans or arrangements
    required to be filed as exhibits pursuant to Item 14(c) of Form 10-K.


<PAGE>
                                                                    EXHIBIT 11.1
                                                                   (1996 10-K)

                               FIRST NORTHERN CAPITAL CORP.
                     COMPUTATION OF NET INCOME PER COMMON SHARE



                                           YEAR ENDED DECEMBER 31,
                               ----------------------------------------------
                                   1996             1995             1994
                               ------------     ------------     ------------
PRIMARY:
  Weighted average
   common shares outstanding
   during each period            4,461,263        4,523,690      4,469,384
  Incremental share relating
  to:
    Dilutive stock options
      outstanding at end of
      each period (1)              103,959          112,788        130,078
                                 ---------        ---------      ---------
                                 4,565,222        4,636,478      4,599,462
                                 =========        ==========     =========


FULLY DILUTED:
  Weighted average
    common shares outstanding
    during each period           4,461,263        4,523,690      4,469,384
  Incremental share relating
  to:
    Dilutive stock options
      outstanding at end of
      each period (2)              137,702          149,076        141,659
                                 ---------        ---------      ---------
                                 4,598,965        4,672,766      4,611,043
                                 =========        ==========     =========

NET INCOME FOR EACH PERIOD      $3,283,000       $4,590,000     $4,198,000


PER COMMON SHARE AMOUNTS:

 Primary, as presented in
  the Statement of Income            $0.72            $0.99          $0.91
 Fully diluted                       $0.71            $0.98          $0.91

------------------------
Notes:
(1)    Based on treasury stock method using average market price.
(2)    Based on treasury stock method using period end market price, if higher
       than average market  price.