|UNITED STATES

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.  20549
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|FORM 10-K                                                               
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|HEMLOCK FEDERAL FINANCIAL CORPORATION                                                
|(Exact name of small business issuer as specified in its charter)                    
|                                                                                     
|Delaware(State or other jurisdiction of incorporationor organization)                
|                                                                                     
|5700 West 159th Street, Oak Forest , Illinois(Address of principal executive offices)
|                                                                                     
|Issuer's telephone number, including area code:                                      
|                                                                                     

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|                            | December 31,          
|--------------------------- | ----------------------
|                            | 2000                  
|                            | Amount                
|                            | (Dollars in Thousands)
|Real Estate Loans:          |                       
|One- to four-family         | $123,372              
|Multi-family                | 24,430                
|Commercial                  | 430                   
|Total real estate loans     | 148,232               
|                            |                       
|Consumer loans:             |                       
|Deposit account             | 150                   
|Automobile                  | 358                   
|Home equity                 | 6,137                 
|Total consumer loans        | 6,645                 
|Total loans                 | 154,877               
|                            |                       
|Less:                       |                       
|Loans in process            | ---                   
|Deferred fees and discounts | 913                   
|Allowance for losses        | (969)                 
|Total loans receivable, net | $154,821              

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|                            | December 31,          
|--------------------------- | ----------------------
|                            | 2000                  
|                            | Amount                
|                            | (Dollars in Thousands)
|Fixed-Rate Loans:           |                       
|Real estate:                |                       
|One- to four-family         | $107,612              
|Multi-family                | 24,430                
|Commercial                  | 430                   
|Total real estate loans     | 132,472               
|Consumer                    | 6,645                 
|Total fixed-rate loans      | 139,117               
|                            |                       
|Adjustable-Rate Loans:      |                       
|Real estate:                |                       
|One-to four-family          | 15,760                
|Multi-family                | ---                   
|Total adjustable rate loans | 15,760                
|Total loans                 | 154,877               
|Less:                       |                       
|Loans in process            | ---                   
|Deferred fees and discounts | 913                   
|Allowance for losses        | (969)                 
|Total loans receivable, net | $154,821              

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|                                      | Real Estate            |                                       |           
|------------------------------------- | ---------------------- | ------------------------------------- | ----------
|                                      | One- to four-family    | Multi-family andCommercial RealEstate | Consumer  
|                                      | Amount                 | WeightedAverageRate                   | Amount    
|                                      | (Dollars in Thousands)
|Due During Year(s) Ended
December 31, |                        |                                       |           
|2001(1)                               | $       469            | 7.98%                                 | $       18
|2002 and 2003                         | 2,375                  | 7.42                                  | 163       
|2004 to 2008                          | 20,498                 | 7.33                                  | 5,984     
|2009 to 2023                          | 45,512                 | 7.15                                  | 18,406    
|2024 and following                    | 54,518                 | 7.63                                  | 289       
|Total                                 | $123,372               |                                       | $24,860   

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|                                        | Year Ended December 31,
|--------------------------------------- | -----------------------
|                                        | 2000                   
|                                        | (In Thousands)         
|Originations by type:                   |                        
|Adjustable rate:                        |                        
|Real estate - one- to four-family       | $     761              
|- multi-family                          | ---                    
|Total adjustable-rate                   | 761                    
|Fixed rate:                             |                        
|Real estate - one- to four-family       | 27,384                 
|- multi-family                          | 3,391                  
|Non-real estate - consumer              | 4,163                  
|Total fixed-rate                        | 34,938                 
|Total loans originated                  | 35,699                 
|                                        |                        
|Loans acquired                          | 39,429                 
|                                        |                        
|Sales:                                  |                        
|Real estate - one- to four-family       | 16,555                 
|                                        |                        
|Principal repayments                    | 20,582                 
|Total reductions                        | 37,137                 
|Increase (decrease) in other items, net | (168)                  
|Net increase                            | $37,823                

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|                      | Real Estate            |                         |                    |        |         |         |       
|--------------------- | ---------------------- | ----------------------- | ------------------ | ------ | ------- | ------- | ------
|                      | One- to four-family    | Commercial/Multi-Family | Consumer and Other | Total 
|                      | Number                 | Amount                  | Percent            | Number | Amount  | Percent | Number
|                      | (Dollars in Thousands)
|Loans delinquent for: |                        |                         |                    |        |         |         |       
|December 31, 2000:    |                        |                         |                    |        |         |         |       
|30-59 days            | ---                    | $    ---                | ---%               | ---    | $   --- | ---%    | ---   
|60-89 days            | 2                      | 153                     | .12                | ---    | ---     | ---     | 1     
|90 days and over      | 4                      | 210                     | .17                | ---    | ---     | ---     | ---   
|Total                 | 6                      | $  363                  | .29%               | ---    | $   --- | ---%    | 1     

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|                        | December 31, 2000
|----------------------- | -----------------
|                        | (In Thousands)   
|Special Mention         | $278             
|Substandard             | 86               
|Doubtful                | ---              
|Loss                    | ---              
|Total                   | $ 364            
|General loss allowance  | $ 969            
|Specific loss allowance | ---              
|Charge-offs             | ---              

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|                                             | December 31,          
|-------------------------------------------- | ----------------------
|                                             | 2000                  
|                                             | (Dollars in Thousands)
|Non-accruing loans:                          |                       
|One- to four-family                          | $212                  
|Multi-family                                 | ---                   
|Commercial real estate                       | ---                   
|Construction or development                  | ---                   
|Consumer                                     | ---                   
|Total                                        | 212                   
|                                             |                       
|Accruing loans delinquent more than 90 days: |                       
|One- to four-family                          | ---                   
|Multi-family                                 | ---                   
|Commercial real estate                       | ---                   
|Construction or development                  | ---                   
|Consumer                                     | ---                   
|Total                                        | ---                   
|                                             |                       
|Foreclosed assets:                           |                       
|One- to four-family                          | ---                   
|Multi-family                                 | ---                   
|Commercial real estate                       | ---                   
|Construction or development                  | ---                   
|Consumer                                     | ---                   
|Total                                        | ---                   
|                                             |                       
|Renegotiated loans                           | ---                   
|                                             |                       
|Total non-performing assets                  | $ 212                 
|                                             |                       
|Total as a percentage of total assets        | .08%                  

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|                                                                                                           | Year Ended December 31,
|---------------------------------------------------------------------------------------------------------- | -----------------------
|                                                                                                           | 2000                   
|                                                                                                           | (Dollars in Thousands) 
|                                                                                                           |                        
|Balance at beginning of period                                                                             | $795                   
|                                                                                                           |                        
|Charge-offs:                                                                                               |                        
|One- to four-family                                                                                        | ---                    
|Multi-family                                                                                               | ---                    
|Commercial real estate                                                                                     | ---                    
|Consumer                                                                                                   | ---                    
|                                                                                                           | ---                    
|                                                                                                           |                        
|Recoveries:                                                                                                |                        
|One- to four-family                                                                                        | ---                    
|Multi-family                                                                                               | ---                    
|Commercial real estate                                                                                     | ---                    
|Consumer                                                                                                   | ---                    
|                                                                                                           | ---                    
|                                                                                                           |                        
|Net charge-offs                                                                                            | ---                    
|Allowance acquired(1)                                                                                      | 174                    
|Additions charged to operations                                                                            | ---                    
|Balance at end of period                                                                                   | $969                   
|Ratio of net charge-offs (recoveries) during   the period to average loans outstanding   during the period | ---%                   
|Ratio of net charge-offs (recoveries) during
   the period to average non-performing assets                | ---%                   

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|                       | December 31,              
|---------------------- | --------------------------
|                       | 2000                      
|                       | Amountof loanlossAllowance
|                       | (In Thousands)            
|One- to four-family    | $248                      
|Multi-family           | 244                       
|Commercial real estate | 13                        
|Consumer               | 20                        
|Unallocated            | 444                       
|Total                  | $969                      

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|                                                  | December 31,          
|------------------------------------------------- | ----------------------
|                                                  | 2000                  
|                                                  | CarryingValue         
|                                                  | (Dollars in Thousands)
|Mortgage-backed securities   held-to- maturity:   |                       
|GNMA                                              | $15,585               
|FNMA                                              | 11,536                
|FHLMC                                             | 7,060                 
|CMOs                                              | 5,916                 
|                                                  | 40,097                
|Mortgage-backed securities   available-for- sale: |                       
|FNMA                                              | 2,160                 
|FHLMC                                             | 1,936                 
|CMOs                                              | 22,260                
|                                                  | 26,356                
|                                                  |                       
|Total mortgage-backed   securities                | $66,453               

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|                                         | Due in          | December 31, 2000
|---------------------------------------- | --------------- | -----------------
|                                         | 6 Monthsor Less | 6 Monthsto 1 Year
|                                         | (In Thousands) 
|                                         |                 |                  
|Federal Home Loan Mortgage Corporation   | $   604         | $     12         
|Federal National Mortgage Association    | 18              | ---              
|Government National Mortgage Association | ---             | ---              
|CMOs                                     | ---             | ---              
|Total                                    | $   622         | $     12         
|Weighted average yield                   | 6.57%           | 8.94%            

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|                            | Year EndedDecember 31,
|--------------------------- | ----------------------
|                            | 2000                  
|                            | (In Thousands)        
|Purchases:                  |                       
|Adjustable-rate             | $       ---           
|Fixed-rate                  | 2,703                 
|CMOs                        | 5,442                 
|Total purchases             | 8,145                 
|                            |                       
|Sales:                      |                       
|Adjustable-rate             | ---                   
|Fixed-rate                  | ---                   
|CMOs                        | 3,310                 
|Total sales                 | 3,310                 
|                            |                       
|Principal repayments        | (11,533)              
|Discount/premium net change | (55)                  
|Fair value net change       | 141                   
|Net increase (decrease)     | $(6,612)              

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|                                      | December 31,          
|------------------------------------- | ----------------------
|                                      | 2000                  
|                                      | CarryingValue         
|                                      | (Dollars in Thousands)
|Securities held-to-maturity:          |                       
|Federal agency obligations            | $14,802               
|                                      |                       
|Securities available-for sale:        |                       
|Federal agency obligations            | 998                   
|                                      |                       
|Total securities                      | $15,800               
|                                      |                       
|Average remaining life of securities: | 8 years               
|                                      |                       
|Other earning assets:                 |                       
|Interest-earning deposits with banks  | $13,303               
|FHLB stock                            | 3,497                 
|FHLMC stock                           | 3,918                 
|Total                                 | $20,718               

|                           | December 31, 2000     
|-------------------------- | ----------------------
|                           | Less Than1 Year       
|                           | Amortized Cost        
|                           | (Dollars in Thousands)
|                           |                       
|Federal agency obligations | $    ---              
|Weighted average yield     | ---%                  

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|                  | Year Ended December 31,
|----------------- | -----------------------
|                  | 2000                   
|                  | (Dollars In Thousands) 
|                  |                        
|Opening balance   | $150,576               
|Deposits          | 435,018                
|Withdrawals       | (412,764)              
|Interest credited | 6,594                  
|Ending balance    | $179,424               
|Net increase      | $  28,848              
|Percent increase  | 19.16%                 

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|                                   | December 31,          
|---------------------------------- | ----------------------
|                                   | 2000                  
|                                   | Amount                
|                                   | (Dollars in Thousands)
|Transactions and Savings Deposits: |                       
|Passbook Accounts 2.75%            | $  59,833             
|NOW Accounts 1.50%                 | 25,782                
|Money Market Accounts 3.27%        | 8,555                 
|                                   |                       
|Total Non-Certificates             | 94,170                
|                                   |                       
|Certificates:                      |                       
|0.00 - 3.99%                       | ---                   
|4.00 - 5.99%                       | 55,422                
|6.00 - 7.99%                       | 29,832                
|                                   |                       
|Total Certificates                 | 85,254                
|                                   |                       
|Total Deposits                     | $179,424              

|                                              | Maturity        |                 
|--------------------------------------------- | --------------- | ----------------
|                                              | 3 Monthsor Less | Over3 to 6Months
|                                              | (In Thousands)  |                 
|                                              |                 |                 
|Certificates of deposit less   than $100,000  | $        ---    | $22,930         
|                                              |                 |                 
|Certificates of deposit of   $100,000 or more | ---             | 2,267           
|                                              |                 |                 
|Total certificates of deposit                 | $       ---     | $25,197         

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|                 | Year EndedDecember 31,
|---------------- | ----------------------
|                 | 2000                  
|                 | (Dollars In Thousands)
|Maximum Balance: |                       
|FHLB Advances    | $69,450               
|                 |                       
|Average Balance: |                       
|FHLB Advances    | $57,449               

|                                                                     | December 31,          
|-------------------------------------------------------------------- | ----------------------
|                                                                     | 2000                  
|                                                                     | (Dollars in Thousands)
|                                                                     |                       
|FHLB advances                                                        | $69,450               
|                                                                     |                       
|Weighted average interest rate during the
   period of FHLB advances | 6.16%                 
|                                                                     |                       
|Weighted average interest rate at end of
   period of FHLB advances  | 6.02%                 

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|Location                                           | YearAcquired | Owned orLeased | Net Book Value atDecember 31, 2000
|-------------------------------------------------- | ------------ | -------------- | ----------------------------------
|                                                   |              |                | (In Thousands)                    
|Main Office:                                       |              |                |                                   
|5700 West 159th StreetOak Forest, Illinois  60452  | 1974         | Owned          | $484                              
|Full Service Branches:                             |              |                |                                   
|8855 South Ridgeland Ave.Oak Lawn, Illinois  60453 | 1975         | Leased(1)      | 173                               
|4646 South Damen AvenueChicago, Illinois  60609    | 1990         | Leased         | 54                                
|15730 West 127th StreetLemont, Illinois  60439     | 1998         | Owned(2)       | 1,948                             
|324 Commons DriveBolingbrook, Illinois  60440      | 2000         | Leased         | 46                                
|3030 West Cermak AvenueChicago, Illinois  60623    | 2000         | Owned          | 7                                 

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|Annual Report Section                                                                                        | Page inAnnual Report
|------------------------------------------------------------------------------------------------------------ | --------------------
|Independent Auditor's Report                                                                                 | 18                  
|Consolidated Statements of Financial Condition at 
      December 31, 2000 and 1999                          | 19                  
|Consolidated Statement of Income for the Years Ended
         December 31, 2000, 1999 and 1998               | 20                  
|Consolidated Statement of Stockholders' Equity for the Years
         Ended December 31, 2000, 1999 and 1998 | 21                  
|Consolidated Statement of Cash Flows for the Years Ended
      December 31, 2000, 1999 and 1998              | 23                  
|Notes to Consolidated Financial Statements                                                                   | 24-47               

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|RegulationS-K ExhibitNumber | Document                                                                                                                                    | Reference toPrior Filingor Exhibit NumberAttached Hereto
|--------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------
|                            |                                                                                                                                             |                                                         
|2                           | Plan of acquisition, reorganization, arrangement, liquidation or succession                                                                 | None                                                    
|3(i)                        | Articles of Incorporation                                                                                                                   | *                                                       
|3(ii)                       | By-Laws                                                                                                                                     | *                                                       
|4                           | Instruments defining the rights of security holders, including debentures                                                                   | *                                                       
|9                           | Voting Trust Agreement                                                                                                                      | None                                                    
|10                          | Material contracts:(i)	Stock Option and Incentive Plan(ii)	Recognition and Retention Plan(iii)	Employment Agreement with Executive Officers | ***                                                     
|11                          | Statement re: computation of per share earnings                                                                                             | None                                                    
|13                          | Annual Report                                                                                                                               | 13                                                      
|16                          | Letter re: change in certifying accountants                                                                                                 | None                                                    
|18                          | Letter re: change in accounting principles                                                                                                  | None                                                    
|21                          | Subsidiaries of Registrant                                                                                                                  | 21                                                      
|22                          | Published report regarding matters submitted to vote of security holders                                                                    | None                                                    
|23                          | Consent of Experts and Counsel                                                                                                              | Not required                                            
|24                          | Power of attorney                                                                                                                           | Not required                                            
|28                          | Information from reports furnished to state insurance regulatory authorities                                                                | None                                                    
|99                          | Additional Exhibits                                                                                                                         | None                                                    

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|                       |  | HEMLOCK FEDERAL

FINANCIAL CORPORATION                                                                                                               
|---------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
|                       |  |                                                                                                                                                      
|Date:   March 30, 2001 |  | By:  /s/ Maureen G. Partynski	

      Maureen G. Partynski, Chairman of

       the Board and Chief Executive Officer(Duly Authorized Representative)

|/s/ Michael R. Stevens	
Michael R. Stevens, President and Director
Date:   March 30, 2001          |  | /s/ Kenneth J. Bazarnik	
Kenneth J. Bazarnik, Director
Date:   March 30, 2001
|-------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------
|/s/ Rosanne Belczak
Rosanne Belczak, Vice-President/
Secretary and Director
Date:   March 30, 2001 |  | /s/ Donald L. Manprisio	
Donald L. Manprisio, Director
Date:   March 30, 2001
|/s/ Frank A. Bucz
Frank A. Bucz, Auditor/Consultant and
Director
Date:   March 30, 2001            |  | /s/ G. Gerald Schiera
G. Gerald Schiera, Director
Date:   March 30, 2001     

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|Exhibit No. | Document                  
|----------- | --------------------------
|13          | Annual Report             
|21          | Subsidiaries of Registrant

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