<PAGE>   1

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

                          ___________________________


                                   FORM 10-Q


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

      For the quarterly period ended March 31, 1997


                                       OR


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

      For the transition period from ___________ to ____________

                         Commission File Number 0-19783



                          SUBURBFED FINANCIAL CORP.
                          -------------------------
           (Exact name of registrant as specified in its charter)



          Delaware                                    36-3796361
          --------                                    ----------
  (State or other jurisdiction                      I.R.S. Employer
       of incorporation or                         Identification or
            organization)                                 Number



  3301 W. Vollmer Road, Flossmoor, Illinois               60422
  -----------------------------------------               -----
  (Address of Principal executive offices)              (Zip Code)

Registrant's telephone number, including area code: (708) 333-2200
                                                    --------------

     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 [  ]

     As of May 8, 1997, the Registrant had 1,261,256 shares of common stock
issued and outstanding.

<PAGE>   2

                           SUBURBFED FINANCIAL CORP.
                                    Contents



  PART I   FINANCIAL INFORMATION                                     Page
                                                                     ----

  Item 1  Financial Statements

         Consolidated Statements of Financial Condition,
          March 31, 1997 (Unaudited) and
          December 31, 1996                                            1
         Consolidated Statements of Income, Three Months
          Ended March 31, 1997 and 1996 (Unaudited)                    2
         Consolidated Statements of Cash Flows, Three
          Months Ended March 31, 1997 and 1996
          (Unaudited)                                                  3
         Notes to Consolidated Financial Statements                  4-6

  Item 2  Management's Discussion and Analysis of
         Financial Condition and Results of Operations              7-12

PART II  OTHER INFORMATION                                         13-14

<PAGE>   3



     SUBURBFED FINANCIAL CORP.
     CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                                                   MARCH 31       DECEMBER 31
                                                                    1997              1996
                                                                  (Unaudited)

ASSETS
<S>                                                               <C>              <C>
Cash and amounts due from depository institutions                 $2,677,449       $3,545,166
Interest-bearing deposits                                          5,549,273        5,307,070
                                                                 ----------------------------
Total cash and cash equivalents                                    8,226,722        8,852,236
                                                                 ----------------------------
Investment securities held to maturity                             4,963,386        3,974,167
     (Fair value: 1997 - $4,936,719;1996 - $3,918,125)
Investment securities available for sale, at fair value            3,482,508        3,430,277
Investment securities held for trade                               1,315,774        1,361,638
Mortgage-backed securities held to maturity                       90,510,142       93,562,881
     (Fair value: 1997 - $89,846,124;1996 - $93,408,866)
Mortgage-backed securities available for sale, at market          38,360,660       39,923,032
Loans receivable                                                 249,772,510      241,815,183
Real estate owned                                                          0           14,076
Stock in Federal Home Loan Bank of Chicago                         3,300,000        3,300,000
Office properties and equipment                                    4,634,985        4,699,195
Accrued interest receivable                                        2,448,345        2,319,523
Prepaid expenses and other assets                                    669,415          713,523
Deposit base intangible                                              115,647          126,263
                                                                 ----------------------------
     Total assets                                                407,800,094      404,091,994
                                                                =============================

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                         325,973,731      309,581,005
Federal Home Loan Bank advances                                   45,500,000       55,500,000
Other borrowed money                                               4,211,000        7,438,000
Advance payments by borrowers for taxes
     and insurance                                                 2,675,241        2,799,782
Other liabilities                                                  2,671,612        2,519,525
                                                                -----------------------------
     Total liabilities                                           381,031,584      377,838,312
                                                                -----------------------------
Stockholders' Equity:

Common stock                                                          13,686           13,653
Additional paid-in capital                                         8,468,443        8,420,472
Treasury stock                                                    -1,625,111       -1,681,562
Retained earnings, substantially restricted                       20,568,372       20,021,403
Unrealized gain (loss) on securities available for sale             -508,631         -340,285
Common stock acquired by ESOP                                       -148,249         -170,530
Common stock acquired by Bank Incentive Plan                               0           -9,469
                                                                -----------------------------
     Total stockholders' equity                                   26,768,510       26,253,682
                                                                -----------------------------
     Total liabilities and stockholders'
     equity                                                     $407,800,094     $404,091,994
                                                                =============================

</TABLE>
See notes to consolidated financial statements


                                       1

<PAGE>   4

                           SUBURBFED FINANCIAL CORP.
                       CONSOLIDATED STATEMENTS OF INCOME
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                        THREE MONTHS
                                                       ENDED MARCH 31,
                                                       1997         1996
<S>                                                  <C>          <C>
Interest income:
Interest on loans                                    $4,748,011   $3,028,141
Interest on mortgage-backed securities                2,238,191    2,981,802
Interest on investment securities                       126,994      128,469
Interest on other financial assets                       32,903       46,158
Dividends on FHLB stock                                  54,925       37,627
                                                  --------------------------
     Total interest income                            7,201,024    6,222,197
                                                  --------------------------
Interest expense:
Interest on deposits                                  3,608,399    3,257,143
Interest on borrowed money                              775,734      511,329
                                                  --------------------------
     Total interest expense                           4,384,133    3,768,472
                                                  --------------------------
     Net interest income before
     provision for loan losses                        2,816,891    2,453,725
Provision for loan losses                                45,000       45,680
                                                  --------------------------
     Net interest income after
     provision for loan losses                        2,771,891    2,408,045
                                                  --------------------------
Non-interest income:
Loan fees and service charges                           155,338      183,461
Commission income                                       130,144      124,587
Gain on sale of loans and securities - net               82,257       90,749
Unrealized gain (loss) on securities held
     for trade - net                                     24,448         -138
Loss on sale of real estate owned                        -6,282            0
Deposit-related fees and other income                   375,009      372,771
                                                  --------------------------
     Total non-interest income                          760,914      771,430
                                                  --------------------------
Non-interest expense:
General and administrative:
Staffing costs                                        1,459,089    1,334,019
Advertising                                              48,410       57,931
Occupancy and equipment expenses                        477,678      471,437
Data processing                                          79,902       73,703
Federal deposit insurance premiums                       48,045      160,782
Other                                                   405,522      408,594
     Total general and administrative             --------------------------
     expenses                                         2,518,646    2,506,466
Amortization of deposit base intangible                  10,615       12,895
                                                  --------------------------
     Total non-interest expense                       2,529,261    2,519,361
                                                  --------------------------
Income before income taxes                            1,003,544      660,114
Provision for income taxes                              355,700      242,500
                                                  --------------------------
     Net income                                        $647,844     $417,614
                                                  ==========================
Earnings per share - primary                               $.49         $.32
                   - fully diluted                         $.49         $.32
Dividends declared per common share                        $.08         $.08

</TABLE>

See notes to consolidated financial statements


                                       2


<PAGE>   5

     SUBURBFED FINANCIAL CORP. AND SUBSIDIARIES
        CONSOLIDATED STATEMENTS OF CASH FLOWS
                   (UNAUDITED)                              THREE MONTHS ENDED
                                                                  MARCH 31,
                                                             1997         1996

Cash flows from operating activities:
   Net income                                               $647,844    $417,614
   Adjustments to reconcile net income
    to net cash from operating activities:
    Depreciation                                            164,200      166,400
    Amortization of intangible                               10,616       12,895
    Amortization of cost of stock benefit plans              31,750       36,486
    Amortization of discount on investment securities        -5,000       -5,000
    Provision for loan losses                                45,000       45,680
    Net gain on sale of loans and securities                -82,257      -90,749
    Net (gain) loss on sale of real estate owned              6,282      -13,106
    Unrealized (gain) loss on investment securities         -24,448          138
    Proceeds from sales of trading account securities       395,240            0
    Purchase of trading account securities                 -159,225      -29,625
    Net change in:                                  
        Accrued interest receivable                        -128,822      -33,278
        Accrued interest payable                              8,668      -70,421
        Deferred income                                     -10,862      -15,341
        Deferred and accrued income taxes                  -723,810      241,296
        Other liabilities                                   986,695      253,375
        Prepaid expenses and other assets                    54,334     -498,301
                                                        -----------   ----------
Net cash flows provided by operating activities           1,216,205      418,063
                                                        -----------   ----------

Investing activities:
   Proceeds from sale of investment securities               25,755            0
   Purchases of investment securities                    -1,075,000     -779,625
   Proceeds from sale of mortgage-backed securities               0   21,401,973
   Proceeds from repayments of mortgage-backed securities 4,259,255    5,697,034
   Purchases of mortgage-backed securities                        0  -13,890,580
   Purchase of Federal Home Loan Bank stock                       0     -245,000
   Proceeds from sale of loans                            1,703,016    2,627,516
   Disbursements for loans                              -22,178,408  -31,586,055
   Loan repayments                                       12,482,381   16,536,256
   Proceeds from sale of real estate owned                   12,794       26,703
   Property and equipment expenditures                      -99,990      -44,038
                                                        -----------   ----------
Net cash flows used in investing activities              -4,870,197     -255,816
                                                        -----------   ----------
Financing activities:
   Proceeds from sale of investment securities               31,717            0
   Dividends paid on common stock                          -100,875     -100,862
   Proceeds from sale (purchase) of treasury stock           56,451     -326,625
   Deposit receipts                                     236,235,303  230,965,229
   Deposit withdrawals                                 -223,051,496 -224,555,280
   Interest credited to deposit accounts                  3,208,919    2,878,032
   Proceeds from borrowed money                          35,402,000   37,352,000
   Repayment of borrowed money                          -48,629,000  -47,141,000
   Net decrease in advance payments
     by borrowers for taxes and insurance                  -124,541     -255,995
                                                        -----------   ----------
Net cash flows provided by financing activities           3,028,478   -1,184,501
                                                        -----------   ----------
Increase (Decrease) in Cash and Cash Equivalents           -625,514   -1,022,254
Cash and Cash Equivalents at beginning of period          8,852,236   10,519,464
                                                        -----------   ----------
Cash and Cash Equivalents at end of period               $8,226,722   $9,497,210
                                                        ===========   ==========

Cash paid during the period for:
     Interest                                            $3,600,173   $3,838,893
     Income taxes                                                 0        1,204
Non cash investing activities:
     Loans securitized into mortgage-backed securities           $0           $0
                                                        ===========   ==========


See notes to consolidated financial statements.


                                       3

<PAGE>   6
                   SUBURBFED FINANCIAL CORP. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note A - Statement of Information Furnished

     The accompanying unaudited consolidated financial statements have been
prepared in accordance with Form 10-Q instructions and Article 10 of Regulation
S-X, and in the opinion of management contains all adjustments (all of which
are normal and recurring in nature) necessary to present fairly the financial
position as of March 31, 1997, the results of operations for the three months
ended March 31, 1997 and 1996 and cash flows for the three months ended March
31, 1997 and 1996.  These results have been determined on the basis of
generally accepted accounting principles.  The preparation of financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosures of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period.  Actual results could differ from
those estimates.  The attached consolidated statements are those of SuburbFed
Financial Corp. (the "Company") and its consolidated subsidiaries Suburban
Federal Savings, a Federal Savings Bank (the "Bank"); the Bank's wholly owned
subsidiaries, Suburban Mortgage Services, Inc. and South Suburban Securities
Corporation; and the wholly owned subsidiary of South Suburban Securities
Corporation, Suburban Insurance Resources Agency, Inc.  The results of
operations for the three month period ended March 31, 1997 is not necessarily
indicative of the results to be expected for the full year.

Note B - Stock Conversion

     On September 12, 1991 the Board of Directors of Suburban Federal approved
a plan to convert from a federally chartered mutual association to a federally
chartered stock savings bank. The stock conversion plan included, as part of
the conversion, the concurrent formation of a holding company. The stock
offering of the Bank's parent, SuburbFed Financial Corp. (the "Company")  was
closed on March 3, 1992 with the sale of 891,250 shares at $10.00 per share.
The Company purchased all the shares of stock of the Bank for $4,023,750 upon
completion of its stock offering.

Note C - Earnings Per Share

     Earnings per share of common stock for the three month periods ended March
31, 1997 and 1996 have been determined by dividing net income for the period by
the weighted average number of shares of common stock and common stock
equivalents outstanding.  Stock options are regarded as common stock
equivalents

                                       4
<PAGE>   7

and are therefore considered in both the primary and fully diluted earnings per
share calculations.  Common stock equivalents are computed using the treasury
stock method.

Note D - Dividend Declaration

     The Company declared a dividend of $.08 per share, representing its
twentieth consecutive quarterly dividend payable April 15, 1997 to shareholders
of record April 1, 1997. The dividend, totaling $100,875, has been recorded as
of March 31, 1997 as a reduction of retained earnings in the accompanying
consolidated statements of financial condition.












                                       5

<PAGE>   8


                           SUBURBFED FINANCIAL CORP.
                                AND SUBSIDIARIES

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS


      FINANCIAL CONDITION

      During the three month period ended March 31, 1997, total assets
      of the Company increased by $3.7 million.  This increase in assets
      was primarily funded by $16.4 million of  deposit growth offset by
      $13.2 million of repayment of borrowed money.  Mortgage-backed
      securities declined by $4.6 million while loans receivable grew
      $8.0 million. The strategy of increasing loan originations, which
      began in 1995,  continued during the first quarter of 1997 and
      will be pursued for the remainder of the year.

      The 1997 increase in loans receivable was the  result of loan
      disbursements of $22.2 million offset by repayments of $12.5
      million and the sale of $1.7 million of one to four family, fixed
      rate loans to the Federal National Mortgage Association.
      Comparable origination and repayment data for the three month
      period ended March 31,1996 shows disbursements of $31.6 million
      and repayments of $16.1 million.

      Mortgage-backed securities ("MBS") held to maturity decreased $3.0
      million during the most recent three month period due to
      repayments.   Pursuant to the Company's asset/liability management
      strategy, the Company's portfolio contains MBS with  adjustable
      interest rates or short effective terms (2 to 5 year average
      lives).

      Mortgage-backed securities available for sale decreased $1.6
      million during the most recent quarter due to repayments of $1.2
      million and a market value adjustment of $356,000.

      The level of savings deposits is affected primarily by interest
      rates, the total amount of funds consumers elect to save, and
      competition for savings from alternative investments in the
      marketplace.  Total savings deposit accounts increased $16.4
      million from $309.6 million on December 31, 1996 to $326.0 million
      on March 31, 1997. The Company experienced a net deposit inflow of
      $13.2 million for the three month period ended March 31, 1997
      (before interest credited), primarily in certificates of deposit
      due to a promotion.  The  comparable data for the three month
      period ended March 31,1996 was an inflow  of $6.4 million (before
      interest credited). Interest credited was $3.2 million and $2.9
      million for the three months ended March 31, 1997 and 1996,
      respectively.
                                       6

<PAGE>   9

      During 1997, the Company decreased Federal Home Loan Bank advances
      by $10.0 million and other borrowed money by $3.2 million as
      funding needs were met with deposit growth.

      Stockholders' equity increased $515,000 during the three month
      period ended March 31, 1997 due in part to earnings of $648,000
      and $56,000 of proceeds from the sale of treasury stock to fund
      shares purchased by employees under the Company's 401(K)
      retirement plan offset by the increase in  unrealized losses on
      securities available for sale of $168,000 and dividends paid of
      $101,000.

      LIQUIDITY AND CAPITAL RESOURCES


      The Company's principal sources of funds are deposits from
      customers into interest bearing accounts, scheduled monthly
      repayments and prepayments of principal and interest on loans and
      mortgage-backed securities, and borrowings.  Other potential
      sources of funds available to the Company include borrowings from
      the Federal Home Loan Bank of Chicago.  While scheduled loan and
      mortgage-backed security payments are relatively predictable
      sources of funds, the actual mix and amounts of funds from these
      sources are directly affected by general interest rates, economic
      conditions and competition.  The primary business activity of the
      Company, that of making conventional mortgage loans on residential
      housing, is likewise affected by economic conditions.

      Current Office of Thrift Supervision regulations require the Bank
      to maintain cash and eligible investments in an amount equal to at
      least 5% of customer accounts and short-term borrowings to assure
      its ability to meet demands for withdrawals and repayment of
      short-term borrowings.  The Bank's average daily liquidity ratio
      for the three monthly periods ending March 31, 1997 ranged from
      5.2% to 5.6%, and it was 5.9% at March 31, 1997.  The Bank's
      daily liquidity ratio at December 31, 1996 was 5.7%. Liquid assets
      have been maintained at a level above regulatory minimums.

      The Company uses its capital resources principally to meet its
      ongoing commitments to fund maturing certificates of deposits and
      deposit withdrawals, repay borrowings, fund existing and
      continuing loan commitments, maintain its liquidity and meet
      operating expenses.  As of March 31, 1997, the Company had
      approximately $14.8 million in outstanding commitments to
      originate mortgage loans.  The Company considers it liquidity and
      capital resources to be adequate to meet its foreseeable short and
      long-term needs.  The Company expects to be able to fund or
      refinance, on a timely basis, its material commitments and
      long-term liabilities.

                                       7
<PAGE>   10

On December 7, 1989, new capital standards were imposed on the thrift industry
as a result of the Financial Institutions Reform, Recovery and Enforcement Act
( "FIRREA").  Regulatory standards impose the following capital requirements:
a risk-based capital standard expressed as a percent of risk-adjusted assets, a
leverage ratio of core capital to total adjusted assets, and a tangible capital
ratio expressed as a percent of total adjusted assets.  As of March 31, 1997,
the Bank exceeded all regulatory capital standards.

At March 31, 1997, the Bank's tangible capital was $24.0 million or
5.9% of adjusted total assets, which is in excess of the current 1.5%
requirement by $17.9 million.  In addition, at March 31, 1997, the Bank had
core capital of $24.0 million or 5.9% of adjusted total assets, which exceeds
the current 3.0% requirement by $11.9 million.  The Bank had risk-based capital
of $24.7 million at March 31, 1997, or 14.0% of risk-adjusted assets which
exceeds the 8.0% risk-based capital requirement by $10.6 million.

ANALYSIS OF OPERATIONS

Net income for the three  month periods ended March 31, 1997 and 1996
were $648,000 and $418,000, respectively, representing a $230,000 increase
between the periods.  This increase is primarily attributable to an increase 
in net interest income of $363,000, or 14.8%, resulting from an increase of
$44.4 million in average earning assets and an increase of .06% in net interest
margin. Net interest margin increased from 2.79% for the three months ended
March 31, 1996 to 2.85% for the three months ended March 31, 1997.

Interest income on loans and mortgage-backed securities for the three month
period ended March 31, 1997 increased $979,000   from the same period in 1996.
This increase resulted primarily from the effect of the increase of $42.7
million in  average loans and mortgage-backed securities.

Interest expense on deposits increased by $351,000 for the three month
period ended March 31, 1997 from the prior year level. The additional expense
resulted from  the increase in the average cost of deposits from 4.43% for the
three month period ended March  31, 1996 to 4.51%  for the  1996 period plus
the increased cost incurred from the increase in average deposit account
balances of $26.1 million for the three  month period ended March 31, 1997 from
the prior year level.

Interest expense on borrowed money increased $264,000 for the quarter ended
March 31, 1997 from the same period in 1996.

This increase is primarily attributable to an increase of $17.5 million in the
average outstanding balance of borrowed money for the three month period ended
March 31, 1997 as compared to the same period in 1996.

                                       8

<PAGE>   11

Management establishes specific reserves for estimated losses on loans when it
determines that losses are anticipated on these loans.  The Company calculates
any allowance for possible loan losses based upon its ongoing evaluation of
pertinent factors underlying the types and quality of its loans.  These factors
include but are not limited to current and anticipated economic conditions,
historical loan loss experience, a detailed analysis of individual loans for
which full collectability may not be assured, a determination of the existence
and realizable value of the underlying collateral, the ability of the borrower
to repay and the guarantees securing such loans.  Management, as a result of
this review process, recorded provisions for loan losses in the amount of
$45,000  for the three month period ended March 31, 1997 as compared to $46,000
for the three month period ended March 31, 1996. During the quarter ended March
31,1997, the Company received a final settlement from the bankruptcy trustee
for a development loan that had a balance of $498,000. Settlement of this loan
has resulted in a $182,000 charge-off which the Company had previously
considered in determining the level of loan loss allowance. Recoveries of
$145,000 from the settlement of other related lawsuits in connection with this
loan have been recorded in prior periods as increases to the loan loss
allowance.  The Company's remaining nonaccrual loans are mortgages secured by 1
to 4 family properties or consumer loans.

The Company's general loan loss reserve balance as of March 31, 1997 was
$816,000.  The December 31, 1996 general loan loss reserve balance was
$967,000. Including the charge-off mentioned above, net charge-offs for the
1997 period were $196,000 as compared to $3,000 in 1996. Total nonperforming
assets as of March 31, 1997 were $1,004,000 or 0.25% of total assets.

Loan fees and service charges decreased $28,000 due to a decrease in loan
disbursements of $9.4 million  during the three month period ended March 31,
1997, as compared to the same period in 1996.  Deposit-related fees and other
income for the three  month period ended March 31, 1997 increased $2,000  from
the 1996 period primarily as a result of the periodic review and adjustment of
deposit fees.  Commission income for the three months ended March 31, 1997 from
the sale of insurance products and mutual funds increased $6,000, from the
comparable 1996 period, as sales volumes increased. Gains on sale of loans and
securities were $107,000 for the three month period ended March 31, 1997 as
compared to $91,000 for the comparable 1996 period.

Total general and administrative expense increased $12,000 during the
three month period ended March 31, 1997, primarily as a result of increased
staffing costs of $125,000

                                       9


<PAGE>   12

consisting primarily of additional employee incentive   compensation, offset by
a reduction of $113,000 in federal insurance premiums which was the result of
legislation enacted in September 1996 to recapitalize the Savings Insurance
Fund. The legislation allowed highly rated institutions, such as the Bank, to
pay substantially reduced deposit premiums beginning January 1, 1997.  The
annual premium rate dropped from 23 cents to 6.4 cents per $100 of insured
deposits.

The provision for income taxes for the three month period ended March 31,1997
increased from the comparable 1996 period due to increased earnings.









                                       10


<PAGE>   13

IMPACT OF THE NEW ACCOUNTING STANDARDS


ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND  EXTINGUISHMENTS
OF LIABILITIES.  In June 1996, the FASB issued SFAS No. 125 ("SFAS 125"),
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities."  This statement, among other things, applies a
"financial-components approach" that focuses on control, whereby an entity
recognizes the financial and servicing assets it controls and the liabilities
it has incurred, derecognizes assets when control has been surrendered, and
derecognizes liabilities when extinguished.  SFAS 125 provides consistent
standards for distinguishing transfers of financial assets that are sales from
transfers that are secured borrowings.  SFAS 125 is effective for transfers and
servicing of financial assets and extinguishments of liabilities occurring
after December 31, 1996.  The Company has adopted SFAS 125 effective January 1,
1997, resulting in no material impact on its consolidated financial condition
or results of operations.

ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENTS
OF LIABILITIES.  In December 1996, the FASB issued Statement of Financial
Accounting Standards No. 127 ("SFAS 127"), "Deferral of the Effective Date of
Certain Provisions of FASB Statement No. 125".  The statement delays for one
year the implementation of SFAS 125, as it relates to (1) secured borrowings
and collateral, and (2) for the transfers of financial assets that are part of
repurchase agreement, dollar-roll, securities lending and similar transactions. 
The Company has adopted portions of SFAS 125 (those not deferred by SFAS 127)
effective January 1, 1997.  Adoption of these portions did not have a
significant effect on the Company's financial condition or results of
operations.  Based on its review of SFAS 125, management does not believe that
adoption of the portions of SFAS 125 which have been deferred by SFAS 127 will
have a material effect on the Company.

ACCOUNTING FOR EARNINGS PER SHARE.  In February 1997, the FASB issued SFAS No.
128 ("SFAS 128"), "Earnings Per Share".  This statement is intended to simplify
the computation of earnings per share ("EPS") by replacing the presentation of
primary EPS with a presentation of basic EPS.  Basic EPS does not include
potential dilution and is computed by dividing income available to common
stockholders by an average number of common shares outstanding.

Diluted EPS reflects the potential dilution of securities that could share in
the earnings of a company, similar to the fully diluted EPS currently used. 
The statement requires dual presentation of basic and diluted EPS by companies
with

                                       11

<PAGE>   14

complex capital structures.  SFAS 128 is effective for financial statements
issued for periods ending after December 15, 1997.  The Company does not
anticipate that this statement will have an impact on its consolidated
financial condition or results of operations.


The foregoing does not constitute a comprehensive summary of all        
material changes or developments affecting the manner in which the Company
keeps its books and records and performs its financial accounting
responsibilities.  It is intended only as a summary of some of the recent
pronouncements made by the FASB which are of particular interest to financial
institutions.

Stock Repurchase Program

On October 24, 1995, the Company announced that its Board of Directors had
authorized a second stock repurchase program which allows the Company to
repurchase up to 4.9% (62,925 shares) of the common stock outstanding in open
market transactions. As of May 8, 1997, the Company had purchased 43,907
shares.












                                       12

<PAGE>   15

                           SUBURBFED FINANCIAL CORP.



PART II       OTHER INFORMATION

Item 1.       Legal Proceedings


              From time to time, the Bank is a party to legal proceedings in
              the ordinary course of business, wherein it enforces its
              security interest.  The Company and the Bank are not engaged in
              any legal proceedings of a material nature at the present time.

Item 2.       Changes in Securities

              Not Applicable

Item 3.       Defaults Upon Senior Securities

              Not Applicable

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

              None

Item 5.       Other Information

              None

Item 6.       Exhibits and Reports on Form 8-K

              (a)(1)  Computation of Earnings Per Share (Exhibit 11
                      filed herewith.)

              (a)(2)  Financial Data Schedule (Exhibit 27 filed
                      herewith.)

              (b)     Not applicable







                                       13

<PAGE>   16
                                  SIGNATURES


        Pursuant to the requirements of Section 13 or 15 (d) of the Securities
and Exchange Act of 1934, The Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                        SUBURBFED FINANCIAL CORP
                                        ------------------------
                                              Registrant


DATE:           May 8, 1997   BY: (s)______________________________
                                     Daniel P. Ryan
                                     President and 
                                     Chief Executive Officer



DATE:           May 8, 1997   BY: (s)______________________________
                                     Steven E. Stock
                                     Senior Vice President
                                     Chief Financial and
                                     Accounting Officer