EXHIBIT 10.7-I

               AMENDMENT TO CHANGE IN CONTROL AGREEMENT BETWEEN
                   STANDARD FINANCIAL MORTGAGE CORPORATION
                          AND ROBERT R. HARRING, III

               Standard Financial Mortgage Corporation ("SFMC"),
          Standard Financial, Inc. ("Holding Company") and Robert
          R. Harring, III ("Executive") executed a certain Change
          in Control Agreement (the "Agreement"), effective July
          28, 1995 and amended July 18, 1996, wherein they reserved
          the right to modify or amend said Agreement in writing at
          any time in whole or in part.

               WHEREAS, Holding Company and SFMC are desirous of
          amending the Agreement in certain respects and retaining
          the services of Executive; and

               WHEREAS, Executive is willing to accept such
          amendments and to continue to serve in the employ of
          Holding Company and SFMC.  

               NOW, THEREFORE, in consideration of Holding Company
          and SFMC continuing to retain the services of Executive
          and for Executive continuing to serve in the employ of
          Holding Company and SFMC and for other good and valuable
          consideration, the parties hereto agree to amend said
          Agreement effective September 1, 1996, as follows:

               1.   A new Section 5 is hereby added to read as
          follows:

                       "Section 5 - Confidentiality and
                           Covenant Not to Compete

               5.1  Covenant Not to Compete.  In consideration of
          the employment of Executive and the potential payments to
          be received under this Agreement, Executive covenants and
          agrees that Executive shall not during the one-year
          period immediately following the termination of his
          employment:

                    (a)  without the prior written consent of
          Holding Company or SFMC, engage or become interested in
          any capacity, directly or indirectly (whether as
          proprietor, principal stockholder, director, partner,
          employee, trustee, beneficiary, or in any other capacity)
          in any business selling, providing or developing products
          or services competitive with products or services sold or
          maintained by Holding Company or SFMC within a 5-mile
          radius of the Chicago Metropolitan Statistical Area; or

                    (b)  recruit or solicit for employment any
          current or future employee of SFMC or any of its
          respective successors or any entities related to it.

               5.2  Confidential Information.  Executive
          acknowledges that all Secret or Confidential Information
          is the exclusive property of SFMC.  Executive shall not
          during the period of his employment by SFMC or at any
          time thereafter, disclose to any person, firm or
          corporation, or publish or use for any purpose, any
          Secret or Confidential Information except as properly
          required in the ordinary course of business of SFMC or as
          directed and authorized by SFMC.  Upon the termination of
          his employment with SFMC for any reason whatsoever,
          Executive shall return and deliver to SFMC within 7 days
          any and all papers, books, records, documents, memoranda
          and manuals, including all copies thereof, belonging to
          SFMC or relating to its business, in Executive's
          possession, whether prepared by Executive or others.  If
          at any time after the termination of Executive's
          employment with SFMC, Executive determines that he has
          any Secret or Confidential Information in his possession
          or control,  Executive shall immediately return all such
          Secret or Confidential Information to SFMC including all
          copies and portions thereof.

               For purposes of this Section, "Secret or
          Confidential Information" means secret or confidential
          information of SFMC (including secret or confidential
          information of SFMC's subsidiaries and affiliates),
          including but not limited to lists of customers; identity
          of customers; identity of prospective customers; contract
          terms; bidding information and strategies; pricing
          methods; computer software; computer software methods and
          documentation; hardware; salary information with respect
          to SFMC employees; financial product design information;
          SFMC's business plan; methods of operation of SFMC or its
          affiliates; the procedures, forms and techniques used in
          servicing accounts; and all other documents or
          information which are required to be maintained in
          confidence for the continued success of SFMC and its
          business, provided that secret or confidential
          information shall not include information reasonable
          available to the general public.

               5.3  Disclosure and Survival of Covenants.  If
          Executive, in the future, seeks or is offered employment
          by any other company, firm or person, he shall provide a
          copy of this Agreement to the prospective employer prior
          to accepting employment with that prospective employer. 
          The provisions of Sections 5.1 and 5.2 shall survive
          termination of this Agreement or of Executive's
          employment.

               In all other respects, Holding Company, SFMC and
          Executive hereby confirm the Agreement, as herein
          amended, reserving to Holding Company, SFMC and Executive
          the joint right further to amend or revoke, in whole or
          in part, the Agreement and this amendment thereto.


               IN WITNESS WHEREOF, Holding Company, SFMC and
          Executive have signed this amendment this ______ day of
          ______________________, 1996.

                         STANDARD FINANCIAL MORTGAGE CORPORATION

                              By:_________________________________ 
                              Title:______________________________ 

                         STANDARD FINANCIAL, INC.

                              By:_________________________________ 
                              Title:______________________________ 

                         ROBERT R. HARRING, III

                              By:_________________________________ 
                              Title:______________________________