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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, 2009

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 000-52240

Ben Franklin Financial, Inc.

(Exact name of registrant as specified in its charter)



|                                                              |  |                                 
|------------------------------------------------------------- |  | --------------------------------
|Federal                                                       |  | 20-5838969                      
|(State or other jurisdiction ofincorporation or organization) |  | (IRS EmployerIdentification No.)
|                                                              | 
|830 East Kensington Road, Arlington Heights, Illinois         |  | 60004                           
|(Address of principal executive offices)                      |  | (Zip Code)                      

(847) 398-0990

(Registrants telephone number, including area code)

Indicate by check mark whether the registrant
(1) 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 whether the registrant has
submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).

Yes   ̈    No   ̈

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting
company in Rule 12b-2 of the Exchange Act (check one):

Large Accelerated Filer   ̈    Accelerated Filer   ̈    Non-accelerated Filer   ̈    Smaller
Reporting Company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).

Yes   ̈    No  x

Number of outstanding shares of common stock as of May 8, 2009: 1,960,442 shares.









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BEN FRANKLIN FINANCIAL, INC.

INDEX



|                                                                                                                           |  |         
|-------------------------------------------------------------------------------------------------------------------------- |  | --------
|                                                                                                                           |  | PAGE NO.
|PART I  Financial Information                                                                                             |  |         
|                                                                                                                           | 
|Item 1. Financial Statements of Ben Franklin Financial, Inc.                                                               |  |         
|                                                                                                                           | 
|Consolidated Statements of Financial Condition (Unaudited) as of March 31, 2009 and December 31,
2008                      |  | 1       
|                                                                                                                           | 
|Consolidated Statements of Income (Unaudited) for the three months ended March 31, 2009 and 2008                           |  | 2       
|                                                                                                                           | 
|Consolidated Statements of Changes in Stockholders Equity (Unaudited) for the three months ended March 
31, 2009 and 2008 |  | 3       
|                                                                                                                           | 
|Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2009 and
2008                       |  | 4       
|                                                                                                                           | 
|Notes to Consolidated Financial Statements (Unaudited)                                                                     |  | 5       
|                                                                                                                           | 
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations                              |  | 14      
|                                                                                                                           | 
|Item 3. Quantitative and Qualitative Disclosures about Market Risk                                                         |  | 25      
|                                                                                                                           | 
|Item 4. Controls and Procedures                                                                                            |  | 25      
|                                                                                                                           | 
|PART II  Other Information                                                                                                |  |         
|                                                                                                                           | 
|Item 1. Legal Proceedings                                                                                                  |  | 25      
|Item 1A. Risk Factors                                                                                                      |  | 25      
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                                                        |  | 25      
|Item 3. Defaults Upon Senior Securities                                                                                    |  | 26      
|Item 4. Submission of Matters to a Vote of Security Holders                                                                |  | 26      
|Item 5. Other Information                                                                                                  |  | 26      
|Item 6. Exhibits                                                                                                           |  | 26      
|Form 10-Q Signatures                                                                                                       |  | 27      



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##### Table of Contents

PART I  Financial Information



|Item 1. | Financial Statements
|------- | --------------------

BEN
FRANKLIN FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Dollars in thousands except share data)

(Unaudited)



|                                                                                                                                                                                                             |  |               |         |   |                  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                                                                                             |  | March 31,2009 |         |   | December 31,2008 |  
|ASSETS                                                                                                                                                                                                       |  |               |         |   |                  |   |         |  
|Cash and due from banks                                                                                                                                                                                      |  | $             | 1,590   |   |                  | $ | 5,273   |  
|Interest-earning deposit accounts                                                                                                                                                                            |  |               | 1,928   |   |                  |   | 2,677   |  
|Federal funds sold                                                                                                                                                                                           |  |               | 8,225   |   |                  |   |        |  
|                                                                                                                                                                                                             |  |               |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                                                                                                    |  |               | 11,743  |   |                  |   | 7,950   |  
|Securities available-for-sale                                                                                                                                                                                |  |               | 3,028   |   |                  |   | 3,101   |  
|Loans, net of allowance for loan losses of $626 at March 31, 2009 and $584 at December 31, 2008                                                                                                              |  |               | 107,978 |   |                  |   | 109,759 |  
|Federal Home Loan Bank stock                                                                                                                                                                                 |  |               | 1,337   |   |                  |   | 1,337   |  
|Premises and equipment, net                                                                                                                                                                                  |  |               | 1,030   |   |                  |   | 1,057   |  
|Repossessed assets                                                                                                                                                                                           |  |               | 18      |   |                  |   | 19      |  
|Accrued interest receivable                                                                                                                                                                                  |  |               | 524     |   |                  |   | 560     |  
|Other assets                                                                                                                                                                                                 |  |               | 521     |   |                  |   | 457     |  
|                                                                                                                                                                                                             |  |               |         |   |                  |   |         |  
|Total assets                                                                                                                                                                                                 |  | $             | 126,179 |   |                  | $ | 124,240 |  
|                                                                                                                                                                                                             |  |               |         |   |                  |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                         |  |               |         |   |                  |   |         |  
|Liabilities                                                                                                                                                                                                  |  |               |         |   |                  |   |         |  
|Demand deposits - noninterest-bearing                                                                                                                                                                        |  | $             | 1,769   |   |                  | $ | 1,658   |  
|Demand deposits - interest-bearing                                                                                                                                                                           |  |               | 5,954   |   |                  |   | 6,009   |  
|Savings deposits                                                                                                                                                                                             |  |               | 7,320   |   |                  |   | 7,584   |  
|Money market deposits                                                                                                                                                                                        |  |               | 9,141   |   |                  |   | 8,813   |  
|Certificates of deposit                                                                                                                                                                                      |  |               | 79,491  |   |                  |   | 77,401  |  
|                                                                                                                                                                                                             |  |               |         |   |                  |   |         |  
|Total deposits                                                                                                                                                                                               |  |               | 103,675 |   |                  |   | 101,465 |  
|Advances from Federal Home Loan Bank                                                                                                                                                                         |  |               | 6,500   |   |                  |   | 6,500   |  
|Advances from borrowers for taxes and insurance                                                                                                                                                              |  |               | 330     |   |                  |   | 499     |  
|Other liabilities                                                                                                                                                                                            |  |               | 336     |   |                  |   | 286     |  
|Common stock in ESOP subject to contingent purchase obligation                                                                                                                                               |  |               | 64      |   |                  |   | 73      |  
|                                                                                                                                                                                                             |  |               |         |   |                  |   |         |  
|Total liabilities                                                                                                                                                                                            |  |               | 110,905 |   |                  |   | 108,823 |  
|Stockholders equity                                                                                                                                                                                         |  |               |         |   |                  |   |         |  
|Common stock, par value $0.01 per share; authorized 20,000,000 shares; issued and outstanding at: March 31, 2009  1,960,442 (net of
treasury shares) December 31, 2008  1,979,742 (net of treasury shares) |  |               | 20      |   |                  |   | 20      |  
|Additional paid-in-capital                                                                                                                                                                                   |  |               | 8,035   |   |                  |   | 8,014   |  
|Treasury stock, at cost  57,784 shares at March 31, 2009 38,484 shares at December 31, 2008                                                                                                                 |  |               | (402    | ) |                  |   | (285    | )
|Retained earnings, substantially restricted                                                                                                                                                                  |  |               | 8,301   |   |                  |   | 8,397   |  
|Unearned Employee Stock Ownership Plan (ESOP) shares                                                                                                                                                         |  |               | (652    | ) |                  |   | (665    | )
|Accumulated other comprehensive income                                                                                                                                                                       |  |               | 36      |   |                  |   | 9       |  
|Reclassification of ESOP shares                                                                                                                                                                              |  |               | (64     | ) |                  |   | (73     | )
|                                                                                                                                                                                                             |  |               |         |   |                  |   |         |  
|Total equity                                                                                                                                                                                                 |  |               | 15,274  |   |                  |   | 15,417  |  
|                                                                                                                                                                                                             |  |               |         |   |                  |   |         |  
|Total liabilities and equity                                                                                                                                                                                 |  | $             | 126,179 |   |                  | $ | 124,240 |  
|                                                                                                                                                                                                             |  |               |         |   |                  |   |         |  

See accompanying notes to consolidated financial statements



1



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BEN FRANKLIN FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in
thousands except per share amounts)

(Unaudited)



|                                                    |  |                             |       |   |      |   |       |  
|--------------------------------------------------- |  | --------------------------- | ----- | - | ---- | - | ----- | -
|                                                    |  | Three Months EndedMarch 31, |      
|                                                    |  | 2009                        |       |   | 2008 |  
|Interest and dividend income                        |  |                             |       |   |      |   |       |  
|Loans                                               |  | $                           | 1,499 |   |      | $ | 1,599 |  
|Securities                                          |  |                             | 35    |   |      |   | 44    |  
|Federal funds sold                                  |  |                             | 2     |   |      |   | 24    |  
|Interest-earning deposit accounts and other         |  |                             |      |   |      |   | 10    |  
|                                                    |  |                             |       |   |      |   |       |  
|                                                    |  |                             | 1,536 |   |      |   | 1,677 |  
|Interest expense                                    |  |                             |       |   |      |   |       |  
|Deposits                                            |  |                             | 719   |   |      |   | 852   |  
|Federal Home Loan Bank advances                     |  |                             | 72    |   |      |   | 53    |  
|                                                    |  |                             |       |   |      |   |       |  
|                                                    |  |                             | 791   |   |      |   | 905   |  
|                                                    |  |                             |       |   |      |   |       |  
|Net interest income                                 |  |                             | 745   |   |      |   | 772   |  
|Provision for loan losses                           |  |                             | 77    |   |      |   | 72    |  
|                                                    |  |                             |       |   |      |   |       |  
|Net interest income after provision for loan losses |  |                             | 668   |   |      |   | 700   |  
|Non-interest income                                 |  |                             |       |   |      |   |       |  
|Service fee income                                  |  |                             | 31    |   |      |   | 38    |  
|Loss on sale of other assets                        |  |                             | (10   | ) |      |   | (4    | )
|Other                                               |  |                             | 2     |   |      |   | 3     |  
|                                                    |  |                             |       |   |      |   |       |  
|                                                    |  |                             | 23    |   |      |   | 37    |  
|Non-interest expense                                |  |                             |       |   |      |   |       |  
|Compensation and employee benefits                  |  |                             | 440   |   |      |   | 454   |  
|Occupancy and equipment                             |  |                             | 138   |   |      |   | 156   |  
|Data processing services                            |  |                             | 59    |   |      |   | 65    |  
|Professional fees                                   |  |                             | 79    |   |      |   | 82    |  
|Regulatory fees                                     |  |                             | 32    |   |      |   | 13    |  
|Other                                               |  |                             | 90    |   |      |   | 90    |  
|                                                    |  |                             |       |   |      |   |       |  
|                                                    |  |                             | 838   |   |      |   | 860   |  
|                                                    |  |                             |       |   |      |   |       |  
|Loss before income taxes                            |  |                             | (147  | ) |      |   | (123  | )
|Income tax benefit                                  |  |                             | (51   | ) |      |   | (30   | )
|                                                    |  |                             |       |   |      |   |       |  
|Net loss                                            |  | $                           | (96   | ) |      | $ | (93   | )
|                                                    |  |                             |       |   |      |   |       |  
|Loss per common share                               |  |                             | (0.05 | ) |      |   | (0.05 | )

See accompanying notes to consolidated financial statements



2



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BEN FRANKLIN FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY

For the Three Months Ended March 31, 2009 and 2008  (Unaudited)



|                                                                                                                 |  |             |    |                          |   |       |               |  |   |                  |   |  |                    |       |   |                                            |   |      |                                 |  |   |       |   |  |                            |     |   |  |   |        |   |  |   |     |  
|---------------------------------------------------------------------------------------------------------------- |  | ----------- | -- | ------------------------ | - | ----- | ------------- |  | - | ---------------- | - |  | ------------------ | ----- | - | ------------------------------------------ | - | ---- | ------------------------------- |  | - | ----- | - |  | -------------------------- | --- | - |  | - | ------ | - |  | - | --- | -
|                                                                                                                 |  | CommonStock |    | AdditionalPaid-InCapital |   |       | TreasuryStock |  |   | RetainedEarnings |   |  | UnearnedESOPShares |       |   | AccumulatedOtherComprehensiveIncome (Loss) |   |      | AmountReclassifiedon ESOPShares |  |   | Total |   |  | ComprehensiveIncome (Loss) |    
|Balance at January 1, 2008                                                                                       |  | $           | 20 |                          | $ | 7,954 |               |  | $ |                 |   |  | $                  | 8,592 |   |                                            | $ | (724 | )                               |  | $ | (16   | ) |  | $                          | (47 | ) |  | $ | 15,779 |   |  |   |     |  
|Comprehensive income (loss)                                                                                      |  |             |    |                          |   |       |               |  |   |                  |   |  |                    |       |   |                                            |   |      |                                 |  |   |       |   |  |                            |     |   |  |   |        |   |  |   |     |  
|Net loss                                                                                                         |  |             |   |                          |   |      |               |  |   |                 |   |  |                    | (93   | ) |                                            |   |     |                                 |  |   |      |   |  |                            |    |   |  |   | (93    | ) |  | $ | (93 | )
|Unrealized gain on securities available-for-sale, net of deferred income taxes                                   |  |             |   |                          |   |      |               |  |   |                 |   |  |                    |      |   |                                            |   |     |                                 |  |   | 29    |   |  |                            |    |   |  |   | 29     |   |  |   | 29  |  
|                                                                                                                 |  |             |    |                          |   |       |               |  |   |                  |   |  |                    |       |   |                                            |   |      |                                 |  |   |       |   |  |                            |     |   |  |   |        |   |  |   |     |  
|Total comprehensive (loss)                                                                                       |  |             |    |                          |   |       |               |  |   |                  |   |  |                    |       |   |                                            |   |      |                                 |  |   |       |   |  |                            |     |   |  |   |        |   |  | $ | (64 | )
|                                                                                                                 |  |             |    |                          |   |       |               |  |   |                  |   |  |                    |       |   |                                            |   |      |                                 |  |   |       |   |  |                            |     |   |  |   |        |   |  |   |     |  
|Earned ESOP shares                                                                                               |  |             |   |                          |   | (3    | )             |  |   |                 |   |  |                    |      |   |                                            |   | 12   |                                 |  |   |      |   |  |                            |    |   |  |   | 9      |   |  |   |     |  
|Reclassification due to change in fair value of common stock in ESOP subject to contingent repurchase obligation |  |             |   |                          |   |      |               |  |   |                 |   |  |                    |      |   |                                            |   |     |                                 |  |   |      |   |  |                            | (13 | ) |  |   | (13    | ) |  |   |     |  
|                                                                                                                 |  |             |    |                          |   |       |               |  |   |                  |   |  |                    |       |   |                                            |   |      |                                 |  |   |       |   |  |                            |     |   |  |   |        |   |  |   |     |  
|Balance at March 31, 2008                                                                                        |  | $           | 20 |                          | $ | 7,951 |               |  | $ |                 |   |  | $                  | 8,499 |   |                                            | $ | (712 | )                               |  | $ | 13    |   |  | $                          | (60 | ) |  | $ | 15,711 |   |  |   |     |  
|                                                                                                                 |  |             |    |                          |   |       |               |  |   |                  |   |  |                    |       |   |                                            |   |      |                                 |  |   |       |   |  |                            |     |   |  |   |        |   |  |   |     |  
|Balance at January 1, 2009                                                                                       |  | $           | 20 |                          | $ | 8,014 |               |  | $ | (285             | ) |  | $                  | 8,397 |   |                                            | $ | (665 | )                               |  | $ | 9     |   |  | $                          | (73 | ) |  | $ | 15,417 |   |  |   |     |  
|Comprehensive income (loss)                                                                                      |  |             |    |                          |   |       |               |  |   |                  |   |  |                    |       |   |                                            |   |      |                                 |  |   |       |   |  |                            |     |   |  |   |        |   |  |   |     |  
|Net loss                                                                                                         |  |             |   |                          |   |      |               |  |   |                 |   |  |                    | (96   | ) |                                            |   |     |                                 |  |   |      |   |  |                            |    |   |  |   | (96    | ) |  | $ | (96 | )
|Unrealized gain on securities available for-sale, net of deferred income taxes                                   |  |             |   |                          |   |      |               |  |   |                 |   |  |                    |      |   |                                            |   |     |                                 |  |   | 27    |   |  |                            |    |   |  |   | 27     |   |  |   | 27  |  
|                                                                                                                 |  |             |    |                          |   |       |               |  |   |                  |   |  |                    |       |   |                                            |   |      |                                 |  |   |       |   |  |                            |     |   |  |   |        |   |  |   |     |  
|Total comprehensive (loss)                                                                                       |  |             |    |                          |   |       |               |  |   |                  |   |  |                    |       |   |                                            |   |      |                                 |  |   |       |   |  |                            |     |   |  |   |        |   |  | $ | (69 | )
|                                                                                                                 |  |             |    |                          |   |       |               |  |   |                  |   |  |                    |       |   |                                            |   |      |                                 |  |   |       |   |  |                            |     |   |  |   |        |   |  |   |     |  
|Earned ESOP shares and other stock based compensation                                                            |  |             |   |                          |   | 21    |               |  |   |                 |   |  |                    |      |   |                                            |   | 13   |                                 |  |   |      |   |  |                            |    |   |  |   | 34     |   |  |   |     |  
|Purchase of common stock (19,300 shares)                                                                         |  |             |   |                          |   |      |               |  |   | (117             | ) |  |                    |      |   |                                            |   |     |                                 |  |   |      |   |  |                            |    |   |  |   | (117   | ) |  |   |     |  
|Reclassification due to change in fair value of common stock in ESOP subject to contingent repurchase obligation |  |             |   |                          |   |      |               |  |   |                 |   |  |                    |      |   |                                            |   |     |                                 |  |   |      |   |  |                            | 9   |   |  |   | 9      |   |  |   |     |  
|                                                                                                                 |  |             |    |                          |   |       |               |  |   |                  |   |  |                    |       |   |                                            |   |      |                                 |  |   |       |   |  |                            |     |   |  |   |        |   |  |   |     |  
|Balance at March 31, 2009                                                                                        |  | $           | 20 |                          | $ | 8,035 |               |  | $ | (402             | ) |  | $                  | 8,301 |   |                                            | $ | (652 | )                               |  | $ | 36    |   |  | $                          | (64 | ) |  | $ | 15,274 |   |  |   |     |  
|                                                                                                                 |  |             |    |                          |   |       |               |  |   |                  |   |  |                    |       |   |                                            |   |      |                                 |  |   |       |   |  |                            |     |   |  |   |        |   |  |   |     |  

See accompanying notes to consolidated financial statements



3



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##### Table of Contents

BEN FRANKLIN FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars
in thousands)

(Unaudited)



|                                                                        |  |                             |        |   |      |   |        |  
|----------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                                        |  | Three Months EndedMarch 31, |       
|                                                                        |  | 2009                        |        |   | 2008 |  
|Cash flows from operating activities                                    |  |                             |        |   |      |   |        |  
|Net loss                                                                |  | $                           | (96    | ) |      | $ | (93    | )
|Adjustments to reconcile net loss to net cash from operating activities |  |                             |        |   |      |   |        |  
|Depreciation                                                            |  |                             | 27     |   |      |   | 40     |  
|ESOP and other stock based compensation                                 |  |                             | 34     |   |      |   | 9      |  
|Amortization of premiums and discounts                                  |  |                             | 10     |   |      |   | 14     |  
|Provision for loan losses                                               |  |                             | 77     |   |      |   | 72     |  
|Loss on sale of other assets                                            |  |                             | 10     |   |      |   | 4      |  
|Changes in:                                                             |  |                             |        |   |      |   |        |  
|Deferred loan costs                                                     |  |                             | 49     |   |      |   | (64    | )
|Accrued interest receivable                                             |  |                             | 36     |   |      |   | 19     |  
|Other assets                                                            |  |                             | (82    | ) |      |   | (63    | )
|Other liabilities                                                       |  |                             | 50     |   |      |   | (255   | )
|                                                                        |  |                             |        |   |      |   |        |  
|Net cash from operating activities                                      |  |                             | 115    |   |      |   | (317   | )
|Cash flows from investing activities                                    |  |                             |        |   |      |   |        |  
|Principal repayments on mortgage-backed securities                      |  |                             | 116    |   |      |   | 217    |  
|Net decrease in loans                                                   |  |                             | 2,289  |   |      |   | 4,145  |  
|Purchase of loans                                                       |  |                             | (673   | ) |      |   | (2,604 | )
|Sales of other assets                                                   |  |                             | 22     |   |      |   | 349    |  
|Expenditures for premises and equipment                                 |  |                             |       |   |      |   | (35    | )
|                                                                        |  |                             |        |   |      |   |        |  
|Net cash from investing activities                                      |  |                             | 1,754  |   |      |   | 2,072  |  
|Cash flows from financing activities                                    |  |                             |        |   |      |   |        |  
|Net increase in deposits                                                |  |                             | 2,210  |   |      |   | 1,267  |  
|Purchase of treasury stock                                              |  |                             | (117   | ) |      |   |       |  
|Net change in advances from borrowers for taxes and insurance           |  |                             | (169   | ) |      |   | (312   | )
|                                                                        |  |                             |        |   |      |   |        |  
|Net cash from financing activities                                      |  |                             | 1,924  |   |      |   | 955    |  
|                                                                        |  |                             |        |   |      |   |        |  
|Net change in cash and cash equivalents                                 |  |                             | 3,793  |   |      |   | 2,710  |  
|Cash and cash equivalents at beginning of year                          |  |                             | 7,950  |   |      |   | 3,769  |  
|                                                                        |  |                             |        |   |      |   |        |  
|Cash and cash equivalents at end of period                              |  | $                           | 11,743 |   |      | $ | 6,479  |  
|                                                                        |  |                             |        |   |      |   |        |  
|Supplemental disclosures                                                |  |                             |        |   |      |   |        |  
|Interest paid                                                           |  | $                           | 726    |   |      | $ | 778    |  
|Income taxes paid                                                       |  |                             |       |   |      |   |       |  
|Transfer of office building to other real estate                        |  |                             |       |   |      |   | 396    |  
|Transfers from loans to repossessed assets                              |  |                             | 31     |   |      |   | 16     |  

See accompanying notes to consolidated financial statements



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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1  Basis of Financial Statement Presentation

The accompanying
consolidated financial statements of Ben Franklin Financial, Inc. (the Company) and its wholly owned subsidiary Ben Franklin Bank of Illinois (the Bank) have been prepared in conformity with U.S. generally accepted accounting
principles (GAAP) and with the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly they do not include all of the information and footnotes required for complete financial
statements. All significant intercompany transactions are eliminated in consolidation. In the opinion of the Companys management, all adjustments consisting of normal recurring accruals necessary for (i) a fair presentation of the
financial condition and results of operations for the interim periods included herein and (ii) to make such statements not misleading have been made. Interim results are not necessarily indicative of results for a full year.

In preparing the financial statements, management is required to make estimates and assumptions that affect the recorded amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the period. Actual results could differ from those estimates. For further information with respect to significant
accounting policies followed by the Company in preparation of the financial statements, refer to the Companys 2008 Annual Report on Form 10-K.

The
Bank is a federally chartered stock savings bank and a member of the Federal Home Loan Bank (FHLB) system. The Bank maintains insurance on deposit accounts with the Deposit Insurance Fund (DIF) of the Federal Deposit
Insurance Corporation (FDIC). Ben Franklin Financial, MHC (the MHC), a federally chartered mutual holding company, owns 1,091,062 shares of the Companys common stock and will continue to own at least a majority of the
Companys common stock as long as the MHC exists.

Note 2  Stock Based Compensation

On October 18, 2006, the Company adopted an employee stock ownership plan (the ESOP) for the benefit of substantially all employees. The ESOP borrowed
$778,000 from the Company and used those funds to acquire 77,763 shares of the Companys common stock in connection with the Companys initial public offering at a price of $10 per share.

The ESOP has a plan year end of December 31. Expense related to the ESOP was $7,000 for the three months ended March 31, 2009 and $11,000 for the three months
ended March 31, 2008.

Shares held by the ESOP at March 31, 2009 were as follows:



|                                                                |  |   |        
|--------------------------------------------------------------- |  | - | -------
|Shares committed to be released                                 |  |   | 1,260  
|Allocated shares                                                |  |   | 10,940 
|Unearned ESOP shares                                            |  |   | 65,185 
|                                                                |  |   |        
|Total ESOP shares                                               |  |   | 77,385 
|                                                                |  |   |        
|Fair value of unearned ESOP shares                              |  | $ | 342,000
|                                                                |  |   |        
|Fair value of allocated shares subject to repurchase obligation |  | $ | 64,000 
|                                                                |  |   |        



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On March 26, 2008, stockholders of the Company approved the Ben Franklin Financial, Inc. Equity Incentive Plan (the
Plan) which provides officers, employees, and directors of the Company and the Bank with stock based incentives to promote our growth and performance. The Plan shall remain in effect as long as any awards are outstanding provided,
however, that no awards be granted under the plan after ten years from the date of adoption. The Plan authorizes the issuance of up to 136,085 shares of our common stock pursuant to grants of incentive and non-statutory stock options, stock
appreciation rights, and restricted stock awards. No more than 38,881 shares may be issued as restricted stock awards. No more than 97,204 shares may be issued pursuant to stock options and stock appreciation rights, all of which may be granted
pursuant to the exercise of incentive stock options. On April 17, 2008, we granted restricted stock awards for 34,476 common shares and stock options for 86,740 common shares under the Plan, all of which vest over a five year period. Awards
under the Plan may also fully vest upon the participants death or disability or change in control of the Company. All of the options granted have an exercise price of $9.36 per share, which was the closing price of the stock on the grant date.
No options were vested, exercised or forfeited as of March 31, 2009. The options had no intrinsic value as of March 31, 2009.

Stock option
expense was $10,000 for the first quarter of 2009. As of March 31, 2009 there was $160,000 of unrecognized compensation cost, which is expected to be recognized over the next 4.1 years.

The fair value of the restricted stock awards was $9.36 per share, which was the closing price of the stock on the April 17, 2008 grant date. None of the restricted
stock awards were vested or forfeited as of March 31, 2009. Restricted stock award expense was $16,000 during the three months ended March 31, 2009. As of March 31, 2009, there was $261,000 of unrecognized compensation cost related to
non vested shares granted under the Plan. The cost is expected to be recognized over the next 4.1 years.

The value of stock options and restricted stock
awards as of the grant date are expensed over the five year vesting period. Forfeitures of stock options and restricted stock awards are expected to be insignificant.

No stock options or restricted stock awards have been granted since April 17, 2008.

Note 3  Earnings Per Share

Basic earnings (loss) per share is based on net income (loss) divided by the weighted average number of shares outstanding during the period, including
allocated and committed-to-be-released ESOP shares. Diluted earnings per share shows the dilutive effect, if any, of additional common shares issuable under stock options, using the treasury stock method. Because of the Companys net loss for
the three months ended March 31, 2009 and 2008, all stock options were



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excluded from the computation of diluted loss per share. Prior to the second quarter of 2008, the Company had no common stock equivalents; consequently,
basic and diluted earnings per share were the same in 2008.

The following table presents a reconciliation of the components used to compute basic and
diluted earnings (loss) per share:



|                                           |  |                            |           |   |               |   |           |  
|------------------------------------------ |  | -------------------------- | --------- | - | ------------- | - | --------- | -
|                                           |  | For the Three Months Ended |          
|                                           |  | March 31,2009              |           |   | March 31,2008 |  
|Net loss                                   |  | $                          | (96,000   | ) |               | $ | (93,000   | )
|Weighted average common shares outstanding |  |                            | 1,905,387 |   |               |   | 1,911,964 |  
|Basic and diluted loss per share           |  | $                          | (0.05     | ) |               | $ | (0.05     | )

Note 4  Stock Repurchase Program

On April 23, 2008 the Company adopted a stock repurchase program to repurchase up to 44,634 shares or 4.8% of the Companys outstanding common stock (excluding shares held by the MHC). This program was
completed in January of 2009. On January 28, 2009 the Company adopted a second stock repurchase program to repurchase up to 42,487 shares representing approximately 5.0% of the Companys outstanding common stock (excluding shares held by
the MHC). As of March 31, 2009, the Company had repurchased 57,650 shares under both programs.

Note 5  New Accounting Standards

In March 2008, Statement 161, Disclosures about Derivative Instruments and Hedging Activities  an amendment of FASB Statement No. 133, was issued
by the FASB. This Statement expands the disclosure requirements of Statement 133 and requires the reporting entity to provide enhanced disclosures about the objectives and strategies for using derivative instruments, quantitative disclosures about
fair values and amounts of gains and losses on derivative contracts, and credit-risk related contingent features in derivative agreements. The Statement is effective for fiscal years beginning after November 15, 2008, and interim periods within
those fiscal years. Management does not expect the adoption of this Statement to have an impact on the results of operations or financial condition of the Company as the Company does not have any derivative instruments and is not involved in any
hedging activities.

In February 2008, the FASB issued Staff Position (FSP) 157-2,Effective Date of FASB Statement No. 157.This FSP delays
the effective date of FAS 157 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008,
and interim periods within those fiscal years. In October 2008, the FASB issued Staff Position (FSP) 157-3, Determining the Fair Value of a Financial Asset when the Market for That Asset Is Not Active. This FSP clarifies the application of
FAS 157 in a market that is not active. The impact of adopting the FSPs has not affected the results of operations or financial condition of the Company.



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In April 2009 the FASB issued FSP 115-2 & 124-2, Recognition and Presentation of Other Than Temporary
Impairments. The FSP eliminates the requirement for the financial statement issuer to evaluate whether it has the intent and ability to hold an impaired investment until maturity. Conversely, the new FSP requires the issuer to recognize an other
than temporary impairment (OTTI) in the event that the issuer intends to sell the impaired security or in the event that it is more likely than not that the issuer will sell the security prior to recovery. In the event that the sale of
the security in question prior to its maturity is not probable but the entity does not expect to recover its amortized cost basis in that security, then the entity will be required to recognize an OTTI. In the event that the recovery of the
securitys cost basis prior to maturity is not probable and an OTTI is recognized, the FSP provides that any component of the OTTI relating to a decline in the creditworthiness of the debtor should be reflected in earnings, with the remainder
being recognized in Other Comprehensive Income. Conversely, in the event that the issuer determines that sale of the security in question prior to recovery is probable, then the entire OTTI will be recognized in earnings. The FSP is effective for
interim and annual reporting periods ending after June 15, 2009. The Company does not expect the adoption to have a material impact on the Companys financial statements.

In April 2009 the FASB issued FSP 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly.
The FSP provides additional guidance for determining fair value based on observable transactions. The FSP provides that if evidence suggests that an observable transaction was not executed orderly then little, if any, weight should be assigned to
this indication of an asset or liabilitys fair value. Conversely, if evidence suggests that the observable transaction was executed orderly then the transaction price of the observable transaction may be appropriate to use in determining the
fair value of the asset/liability in question, with appropriate weighting given to this indication based on facts and circumstances. Finally, if there is no way for the entity to determine whether the observable transaction was executed orderly,
relatively less weight should be ascribed to this indicator of fair value. The FSP is effective for interim and annual reporting periods ending after June 15, 2009. The Company does not expect the adoption to have a material impact on the
Companys financial statements.

In April 2009 the FASB issued FSP 107-1 & APB 28-1 Interim Disclosures about Fair Value of Financial
Instruments. The FSP provides that publicly traded companies shall provide information concerning the fair value of its financial instruments whenever it issues summarized financial information for interim reporting periods. In periods after
initial adoption, this FSP requires comparative disclosures only for periods ending after initial adoption. The FSP is effective for interim reporting periods ending after June 15, 2009.

In December 2007, the FASB issued Statement 141R, Business Combinations. Statement 141R replaces the current standard on business combinations and will
significantly change the accounting for and reporting of business combinations. This statement requires an entity to measure the business acquired at fair value and to recognize goodwill attributable to any noncontrolling interests (previously
referred to as minority interests) rather than just the portion attributable to the acquirer. The statement will also result in fewer exceptions to the principle of



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measuring assets acquired and liabilities assumed in a business combination at fair value. In addition, the statement will result in payments to third
parties for consulting, legal, audit, and similar services associated with an acquisition to be recognized as expenses when incurred rather than capitalized as part of the business combination. Statement 141R is effective for fiscal years
beginning on or after December 15, 2008.

In June 2008, the FASB issued FSP EITF 03-6-1Determining Whether Instruments Granted in Share-Based
Payment Transactions Are Participating Securities. (FSP EITF 03-6-1). This FSP addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be
included in the earnings allocation in computing earnings per share (EPS) under the two-class method of Statement, Earnings Per Share. FSP EITF 03-6-1 provides that unvested share-based payment awards that contain nonforfeitable
rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of EPS pursuant to the two-class method. This FSP was effective for financial statements issued for fiscal
years beginning after December 15, 2008, and interim periods within those years. Upon adoption of FSP EITF 03-6-1 in 2009, the Company began including non-vested restricted stock shares in the computation of basic earnings (loss) per share.
Previously, non-vested share awards were included in the computation of diluted earnings (loss) per share but excluded from the basic EPS computation. Beginning with the second quarter of 2008, when non-vested restricted stock was first awarded, all
prior-period EPS data presented will be adjusted retrospectively to conform with the provisions of this FSP.

Adoption of FSP EITF 03-6-1 did not affect
the Companys basic or diluted loss per share in the first quarter of 2009 and 2008 and is not expected to affect the net loss per share for the remaining periods of 2008, except for decreasing the net loss per common share for the six months
ended June 30, 2008 from $0.09 to $0.08.

Note 6  Fair Value

Statement 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an
orderly transaction between market participants on the measurement date. Statement 157 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when
measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices
(unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in markets that are not active or other
inputs that are observable or can be corroborated by observable market data, (for example, interest rate and yield curves observable at commonly quoted intervals, prepayment speeds, credit risks, and default rates).

Level 3: Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use
in pricing an asset or liability.



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Assets Measured on a Recurring Basis

The fair values of securities available for sale are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices
for the specific securities but rather by relying on the securities relationship to other benchmark quoted securities (Level 2 inputs).



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Assets measured at fair value on a recurring basis are summarized below:



|                              |  |                |       |                                                            |   |                                           |  |                                        |       |  |   |  
|----------------------------- |  | -------------- | ----- | ---------------------------------------------------------- | - | ----------------------------------------- |  | -------------------------------------- | ----- |  | - | -
|                              |  |                |       | Fair Value Measurements Using                             
|                              |  | Balance        |       | Quoted Prices inActive Marketsfor IdenticalAssets(Level 1) |   | SignificantOtherObservableInputs(Level 2) |  | SignificantUnobservableInputs(Level
3)
|                              |  | (In thousands)
|March 31, 2009                |  |                |       |                                                            |   |                                           |  |                                        |       |  |   |  
|Assets:                       |  |                |       |                                                            |   |                                           |  |                                        |       |  |   |  
|Securities available for sale |  | $              | 3,028 |                                                            | $ |                                          |  | $                                      | 3,028 |  | $ | 
|December 31, 2008             |  |                |       |                                                            |   |                                           |  |                                        |       |  |   |  
|Assets:                       |  |                |       |                                                            |   |                                           |  |                                        |       |  |   |  
|Securities available for sale |  | $              | 3,101 |                                                            | $ |                                          |  | $                                      | 3,101 |  | $ | 

Assets Measured on a Non-Recurring Basis

The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a
combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such
adjustments are typically significant and result in a level three classification of the inputs for determining fair value.

Assets measured at fair value
on a non-recurring basis are summarized below:



|                        |  |                |       |                                                            |   |                                           |  |                                        |   |  |   |      
|----------------------- |  | -------------- | ----- | ---------------------------------------------------------- | - | ----------------------------------------- |  | -------------------------------------- | - |  | - | -----
|                        |  |                |       | Fair Value Measurements Using                             
|                        |  | Balance        |       | Quoted Prices inActive Marketsfor IdenticalAssets(Level 1) |   | SignificantOtherObservableInputs(Level 2) |  | SignificantUnobservableInputs(Level
3)
|                        |  | (In thousands)
|March 31, 2009          |  |                |       |                                                            |   |                                           |  |                                        |   |  |   |      
|Assets:                 |  |                |       |                                                            |   |                                           |  |                                        |   |  |   |      
|Impaired loans          |  | $              | 2,598 |                                                            | $ |                                          |  | $                                      |  |  | $ | 2,598
|Repossessed automobiles |  | $              | 19    |                                                            | $ |                                          |  | $                                      |  |  | $ | 19   
|December 31, 2008       |  |                |       |                                                            |   |                                           |  |                                        |   |  |   |      
|Assets:                 |  |                |       |                                                            |   |                                           |  |                                        |   |  |   |      
|Impaired loans          |  | $              | 1,720 |                                                            | $ |                                          |  | $                                      |  |  | $ | 1,720
|Repossessed automobiles |  | $              | 18    |                                                            | $ |                                          |  | $                                      |  |  | $ | 18   

Impaired loans, which are measured for impairment using the fair value of the collateral (less cost to sell) for
collateral dependent loans, had a cost basis of $2,692,000, with a $94,000 valuation allowance at March 31, 2009 resulting in an additional provision for loan losses of $21,000 for the quarter ended March 31, 2009. The fair value of
collateral is based on appraisals for impaired loans less sales commissions, legal fees, and other closing costs. Impaired loans at December 31, 2008 had a cost basis of $1,793,000 with a $73,000 valuation allowance. The fair value of
repossessed automobiles is based on published values of comparable models with similar features and in similar condition.



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Note 7  Non-performing Assets

The following table sets forth the amounts of our non-performing assets at the dates indicated.



|                                                        |  |               |       |   |                  |   |       |  
|------------------------------------------------------- |  | ------------- | ----- | - | ---------------- | - | ----- | -
|                                                        |  | March 31,2009 |       |   | December 31,2008 |  
|Non-accrual loans                                       |  | $             | 3,504 |   |                  | $ | 3,426 |  
|Loan greater than 90 days delinquent and still accruing |  |               | 1,125 |   |                  |   |      |  
|Foreclosed and repossessed assets                       |  |               | 18    |   |                  |   | 19    |  
|                                                        |  |               |       |   |                  |   |       |  
|Total non-performing assets                             |  | $             | 4,647 |   |                  | $ | 3,445 |  
|Non-performing loans to total loans                     |  |               | 4.26  | % |                  |   | 3.10  | %
|Non-performing assets to total assets                   |  |               | 3.68  | % |                  |   | 2.77  | %

Note 8  Allowance for Loan Losses

The following table sets forth the activity in our allowance for loan losses for the periods indicated



|                                                                   |  |                                          |       |   |      |   |       |  
|------------------------------------------------------------------ |  | ---------------------------------------- | ----- | - | ---- | - | ----- | -
|                                                                   |  | At or For the ThreeMonths EndedMarch 31, |      
|                                                                   |  | 2009                                     |       |   | 2008 |  
|                                                                   |  | (Dollars in thousands)                   |      
|Balance at beginning of period                                     |  | $                                        | 584   |   |      | $ | 495   |  
|Total charge-offs                                                  |  |                                          | 35    |   |      |   | 1     |  
|Total recoveries                                                   |  |                                          |      |   |      |   | 1     |  
|Provision for loan losses                                          |  |                                          | 77    |   |      |   | 72    |  
|                                                                   |  |                                          |       |   |      |   |       |  
|Balance at end of period                                           |  | $                                        | 626   |   |      | $ | 567   |  
|                                                                   |  |                                          |       |   |      |   |       |  
|Ratios:                                                            |  |                                          |       |   |      |   |       |  
|Allowance for loan losses to non-performing loans at end of period |  |                                          | 13.47 | % |      |   | 17.05 | %
|Allowance for loan losses to total loans at end of period          |  |                                          | 0.58  | % |      |   | 0.53  | %

Note 9  U.S. Treasurys Troubled Asset Relief Program  Capital Purchase Program

The Emergency Economic Stabilization Act of 2008 was enacted in October 2008 and provides the U.S. Secretary of the Treasury with broad authority to implement certain
actions to help restore stability and liquidity to U.S. markets. One of the provisions resulting from the legislation is the Troubled Asset Relief Program, Capital Purchase Program (CPP), which provides direct equity investment in
perpetual preferred stock by the U.S. Treasury Department in qualified financial institutions. The program is voluntary and requires an institution to comply with a number of restrictions and provisions, including limits on executive compensation,
stock redemptions and declaration of dividends. The CPP provides for a minimum investment of one



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percent of total risk-weighted assets and a maximum investment equal to the lesser of three percent of total risk-weighted assets or $25 billion.
Participation in the program is not automatic and is subject to approval by the U.S. Treasury Department. In May of 2009, we withdrew our application in the CPP.

In addition, the current economic crisis has generated new federal legislation, including the American Recovery and Reinvestment Act of 2009 (ARRA), which has created new corporate governance reporting obligations, as well as
compensation and financial restrictions, on banks and financial services companies receiving federal assistance pursuant to this statute and the TARP Capital Purchase Program. There can be no assurance that some of these restrictions may be applied
more broadly in the future to financial institutions that are not receiving federal assistance. Moreover, it is likely that additional legislation will be enacted in the future affecting the regulation of financial institutions and their holding
companies.



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

Forward-Looking Statements

This quarterly report on Form 10-Q may contain statements relating to the future results
of the Company (including certain projections and business trends) that are considered forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995 (the PSLRA). Such forward-looking
statements, in addition to historical information, which involve risk and uncertainties, are based on the beliefs, assumptions and expectations of management. Words such as expects, believes, should,
plans, anticipates, will, potential, could, intend, may, outlook, predict, project, would, estimates,
assumes, likely, and variations of such similar expressions are intended to identify such forward-looking statements. Examples of forward-looking statements include, but are not limited to: statements of our goals,
intentions, and expectations; statements regarding our business plans and prospects and growth and operating strategies; statements regarding the asset quality of our loan and investment portfolios; and estimates of our risks and future costs and
benefits. For this presentation, the Company and its subsidiary claim the protection of the safe harbor for forward-looking statements contained in the PSLRA.

Factors that could cause future results to vary from current management expectations include, but are not limited to: our ability to manage the risk from our multi-family, commercial real estate, construction, commercial, and automobile
lending including purchased loans; the future level of deposit insurance premiums applicable to us; significantly increased competition among depository and other financial institutions; our ability to execute our plan to grow our assets on a
profitable basis; our ability to execute on a favorable basis any plan we may have to acquire other institutions or branches or establish new offices; changes in the interest rate environment that reduce our margins or reduce the fair value of
financial instruments and inflation; general economic conditions, either nationally or in our market area; adverse changes in the securities and national and local real estate markets (including loan demand, housing demand, and real estate values);
legislative or regulatory changes that adversely affect our business; our ability to enter new markets successfully and take advantage of growth opportunities; changes in consumer spending, borrowing and savings habits; changes in accounting
policies and practices, as may be adopted by the bank regulatory agencies and the authoritative accounting bodies; changes in our organization, compensation and benefit plans; and other factors discussed elsewhere in this report or set forth under
Risk Factors in our Registration Statement on Form SB-2 under the Securities Act of 1933. The forward-looking statements are made as of the date of this report, and the Company assumes no obligation to update the forward-looking statements or
to update the reasons why actual results could differ from those projected in the forward-looking statements.

General

The Bank is a federally chartered savings bank headquartered in Arlington Heights, Illinois. The Bank was originally founded in 1893 as a building and loan association.
We conduct our business from our main office and one branch office. Both of our offices are located in the northwestern corridor of the Chicago metropolitan area.



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Our principal business activity is attracting retail deposits from the general public in our market and investing those
deposits, together with funds generated from operations and to a lesser extent borrowings, in one- to four-family residential mortgage loans and, to a lesser extent, multi-family real estate loans, commercial real estate loans, construction and land
loans, home equity lines-of-credit, and other loans. We have also invested in mortgage-backed securities and have, over the past several years, acquired a significant number of automobile loans. The Bank offers a variety of deposit accounts,
including checking, money market, savings, and certificates of deposit, and emphasizes personal and efficient service for its customers. Our primary sources of funds are deposits and principal and interest payments on loans and securities. We also
use borrowings, primarily Federal Home Loan Bank of Chicago advances, to supplement cash flow needs, to lengthen the maturities of liabilities for interest rate risk purposes and to manage the cost of funds. Our competition for loans and deposits
comes principally from commercial banks, savings institutions, mortgage banking firms and credit unions. Our primary focus is to develop and build profitable customer relationships across all lines of business while maintaining our focus as a
community bank.

Our results of operations depend primarily on our net interest income. Net interest income is the difference between the interest income
we earn on our interest-earning assets, consisting primarily of loans, mortgage-backed and other securities, and other interest-earning assets, and the interest paid on our interest-bearing liabilities, consisting primarily of savings and
transaction accounts, certificates of deposit, and Federal Home Loan Bank of Chicago advances. Our results of operations also are affected by our provision for loan losses, non-interest income and non-interest expense. Non-interest income consists
primarily of deposit service charges and loan origination service fees charged for loans funded by other institutions, gains on sale of assets, and miscellaneous other income. Non-interest expense consists primarily of compensation and employee
benefits, occupancy and equipment expenses, data processing, professional fees, and other operating expenses. Our results of operations also may be affected significantly by general and local economic and competitive conditions, changes in market
interest rates, governmental policies and actions of regulatory authorities. The current weak economic environment has resulted in the contraction of real estate activity and has many businesses facing financial pressures, and thus will present
challenges to our growth objectives. While we believe growth is essential for our future profitability, we intend to carefully monitor our underwriting standards and the concentration levels within our loan portfolio to minimize our exposure to
credit risks. Continued weakness in the economy and customer demand may result in lower origination activity in 2009.

Critical Accounting Policies

Certain of our accounting policies are important to the reporting of our financial results, since they require management to make difficult, complex or
subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates associated with these policies are susceptible to material changes as a result of changes in facts and circumstances. Facts and circumstances which
could affect these judgments include, but are not limited to, changes in



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interest rates, changes in performance of the local economy, changes in the financial condition of borrowers, and changes in value of loan collateral such as
real estate. As discussed in the Companys Annual Report on Form 10-K for the year ended December 31, 2008, management believes that its critical accounting policies include determining the allowance for loan losses, determination of the
fair value of stock options and accounting for stock based compensation under the Companys Equity Incentive Plan, and accounting for deferred income taxes.

Comparison of Financial Condition at March 31, 2009 and December 31, 2008

General. The weakness in the economy and
our local real estate market continues to impact our growth opportunities. For the three months ended March 31, 2009, lower loan demand resulted in a decrease in our loan originations and contributed to the decrease in our loan portfolio
balance. The continued decline in our local real estate market, along with charge-offs related to our automobile portfolio, resulted in an increase in our allowance for loan losses for the first quarter of 2009. Our non-performing loans increased
primarily due to a $1.1 million commercial real estate loan which is over 90 days delinquent. We are currently in the process of reviewing certain loans within our portfolio to assess the impact the current weak economic environment may have on the
borrower and underlying collateral. During the first quarter we did experience slight growth in deposits as customers seek secure and liquid alternatives for their funds. Given our current liquidity position and lower origination volumes, we
continue to explore alternatives to enhance earnings.

Assets.Total assets at March 31, 2009 were $126.2 million compared to $124.2
million at December 31, 2008, an increase of $2.0 million or 1.6%. This increase was primarily due to an increase in cash and cash equivalents of $3.8 million due to the decreases in our loan portfolio of $1.8 million, and an increase of $2.2
million in customer deposits.

Our loan portfolio balance decreased $1.8 million or 1.6% to $108.0 million at March 31, 2009 compared to $109.8
million at December 31, 2008. During the three months ended March 31, 2009, the balance of our one-to four- family loans and automobile loans decreased $2.1 million and $913,000, respectively, due to repayments and pay-offs. These
decreases were partially offset by a $1.1 million increase in our multi-family loans. Given the current economic environment and local lending demand, we anticipate little or no growth in our loan portfolio in the near term.

At March 31, 2009 our allowance for loan losses was $626,000 or 0.58% of total loans compared to $584,000 or 0.53% of the total loan portfolio at December 31,
2008. Our allowance reflected a further decline in collateral value for one of our non-performing loans as well as an increase in the loss factor for our automobile portfolio as charge-offs for such loans totaled $35,000 for the three months ended
March 31, 2009. Our non-performing loans, consisting of non-accrual loans and other loans delinquent 90 days or longer, increased to $4.6 million or 4.26% of total loans at March 31, 2009 compared to $3.4 million or 3.10% of total loans at
December 31, 2008. This increase was primarily due to a loan secured by commercial real estate which was delinquent over 90 days but still accruing interest at March 31, 2009. Payments were received on this loan in April. Our
non-performing assets to total assets at March 31, 2009 increased to 3.68% from 2.77% at December 31, 2008 primarily due to the aforementioned loan.



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Our securities portfolio balances decreased $73,000 or 2.4% to $3.0 million at March 31, 2009 compared to $3.1
million at December 31, 2008 primarily due to payments on mortgage-backed securities. Cash and cash equivalents increased $3.8 million or 47.7% to $11.7 million at March 31, 2009 primarily due to payments on loans and an increase in
customer deposits. Management anticipates increasing the securities portfolio in the future given the current low level of interest rates for federal funds.

Liabilities. Our deposits increased by $2.2 million or 2.2% to $103.7 million at March 31, 2009 compared to $101.5 million at December 31, 2008. Our non-certificate accounts increased $120,000 or 0.05% to $24.2
million at March 31, 2009 and included a $328,000 increase in our money market accounts. Our certificate of deposit accounts increased $2.1 million or 2.7% to $79.5 million at March 31, 2009. This increase occurred primarily in January and
decreased through the remainder of the quarter as we adjusted our deposit rates downward.

Equity. Total stockholders equity at
March 31, 2009 was $15.3 million, a decrease of $143,000 or 0.9% compared to $15.4 million at December 31, 2008. The decrease resulted primarily from our net loss of $96,000 and the repurchase of $117,000 of the Companys common stock
under its repurchase program during the first quarter of 2009, offset by an increase of $34,000 for ESOP and other stock based compensation and an increase of $27,000 due to unrealized gains on available-for-sale securities.

Comparison of Operating Results for the Three Months Ended March 31, 2009 and 2008

General.The net loss for the three months ended March 31, 2009 was $96,000 compared to a net loss of $93,000 for the three months ended March 31, 2008. Our increase in cash and equivalents
combined with low market interest rates we earned on these and our adjustable rate loans, due to the Federal Reserve Board and the United States Treasurys actions to stimulate the economy over the past year, contributed to a decrease of
$27,000 in our net interest income for the three months ended March 31, 2009 compared to the same period the prior year. We anticipate a continued decrease in our deposit costs as higher rate certificates of deposit mature and reprice at lower
rates assuming current market rate levels. We anticipate the yield on our loan portfolio to remain at the current level based on our portfolio composition and lower projected originations. The decline in real estate values in our market area
contributed to a $77,000 provision for loan losses for the first quarter of 2009, a $5,000 increase from the prior year period.

Interest
Income. Interest income was $1.5 million for the three months ended March 31, 2009, $141,000 or 8.4% less than the prior year period. Interest income from loans decreased $100,000 or 6.3% to $1.5 million for the three months ended
March 31, 2009 primarily due to the decrease in the average yield on loans to 5.54% compared to 6.17% for the prior year period. The decline in yield was primarily due to our adjustable rate loans, primarily home equity lines-of-credit and
construction loans, which generally adjust with changes in the prime lending rate. The impact of this decrease in yield was partially offset by a $5.3 million increase in the average balance of our loan portfolio to $109.1 million for the three
months ended March 31, 2009 compared to the prior year period. The increase was attributable to a $7.5 million increase in the average balance of our home equity lines-of-credit, a $2.2 million increase in the average balance



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of our multi-family, commercial real estate and land loans, and a $1.4 million increase in the average balance of our commercial business loans. These
increases were offset by a $4.9 million decrease in the average balance of our one-to four-family real estate loans due to repayments on our adjustable rate loans and a $1.3 million decrease in the average balance of our construction loans.

Interest income from securities decreased $9,000 or 20.5% to $35,000 for the three months ended March 31, 2009. The average balance of our securities
portfolio decreased $761,000 to $4.4 million for the three months ended March 31, 2009 as compared to the prior year period due to repayments on mortgage-backed securities. The yield on securities for the three months ended March 31, 2009
was 3.16% compared to 3.47% for the prior year period, primarily due to the downward repricing of our adjustable rate mortgage-backed securities.

Interest
from other interest-earning assets for the three months ended March 31, 2009 decreased $32,000 to $2,000. The average balance of other interest-earning assets increased $2.7 million to $7.3 million for the three months ended March 31, 2009
compared to $4.6 million for the prior year period. The average yield on other interest-earning assets was 0.12% for the first quarter of 2009 compared to 2.96% for the prior year period due to declining interest rates.

Interest Expense. Interest expense for the three months ended March 31, 2009 was $791,000, a decrease of $114,000 or 12.6% from the prior year period.
Interest on deposits decreased $133,000 due to a decrease in the average cost of deposits as a result of the general decline in market interest rates. Our average cost of deposits decreased to 2.86% for the three months ended March 31, 2009
compared to 3.65% for the prior year period. The average balance of interest bearing deposits increased $8.3 million to $101.9 million for the first quarter of 2009 compared to the prior year period primarily due to a $10.2 million increase in the
average balance of our certificate of deposit accounts to $79.5 million for the three months ended March 31, 2009. At the end of the fourth quarter of 2008 we offered a promotional rate to retain a large balance of maturing certificate of
deposit accounts which resulted in an increase in such accounts. The average balance of our non-certificate of deposit accounts decreased to $22.3 million for the first quarter of 2009 compared to $24.3 million from the prior year period.

Interest expense on advances from the Federal Home Loan Bank of Chicago increased $19,000 for the three months ended March 31, 2009 from the prior
year period due to an additional advance totaling $2.0 million since March 31, 2008. The average balance of Federal Home Loan Bank advances for the three months ended March 31, 2009 was $6.5 million with an average cost of 4.48% compared
to an average balance of $4.5 million with an average cost of 4.72% for the prior year period.

Net Interest Income. Net interest income for
the three months ended March 31, 2009 was $745,000 compared to $772,000 for the three months ended March 31, 2008. For the three months ended March 31, 2009, the average yield on interest-earning assets was 5.13% and the average cost
of interest-bearing liabilities was 2.96% compared to 5.92% and 3.70%, respectively, for the three months ended March 31, 2008. These changes resulted in a decrease in our net interest rate spread to 2.17% for the first quarter of 2009 compared
to 2.22% for the first quarter of 2008. Our net interest margin decreased to 2.47% for the three months ended March 31, 2009 from 2.72% for the prior year period.



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Provision for Loan Losses. Our allowance for loan losses is the estimated amount considered necessary for
probable incurred losses in the loan portfolio at the balance sheet date. Our analysis includes a review of identified problem loans for which a specific allowance is required as well as a general allowance for the remainder of the portfolio.

Our provision for loan losses increased $5,000 for the three months ended March 31, 2009 to $77,000 compared to $72,000 for the three months ended
March 31, 2008. Our provision for the three months ended March 31, 2009 reflected the further decline in collateral value for a non-performing construction loan as well as an increase in the estimated loss factor for our automobile
portfolio. Our provision for the three months ended March 31, 2008 was primarily due to the decline in value of collateral securing a single-family construction loan.

Non-interest Income. For the three months ended March 31, 2009, non-interest income decreased $14,000 to $23,000 compared to $37,000 for the three months ended March 31, 2008 primarily due to a
$6,000 increase in loss on the sale of repossessed automobiles and a $9,000 decrease in fees to originate loans for other financial institutions.

Non-interest Expense. For the three months ended March 31, 2009, non-interest expense totaled $838,000 compared to $860,000 for the three months ended March 31, 2008, a decrease of 2.6%. Compensation and employee
benefit costs decreased $14,000 primarily due to a decrease of $29,000 in salaries due to a staff reduction and a change in our lending commission structure. This decrease was offset by an $26,000 increase in costs related to the equity incentive
plan which was adopted March 26, 2008. Occupancy and equipment expense decreased $18,000 or 11.5% primarily due to our lower depreciation charges. Regulatory fees increased $19,000 primarily due to the increase in the FDIC deposit insurance
assessment rate which was imposed on all FDIC insured institutions. During the first quarter of 2009, we exhausted the balance of our one time credit which was used to reduce our FDIC assessment over the past several years; therefore, our future
FDIC insurance assessment will be approximately $15,000 higher per quarter assuming no further changes in the assessment rate or other factors which affect the calculation.

In May of 2009, senior management elected to reduce their salaries 5.0%, effective in May, in an effort to reduce compensation costs. We anticipate all other employee salaries will remain unchanged for the remainder
of the year.

Income Tax Benefit.The income tax benefit was $51,000 for the three months ended March 31, 2009 compared to $30,000 for
the three months ended March 31, 2008. The change was primarily due to the increase in pretax loss of $24,000 between the two comparative periods.



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##### Table of Contents

Analysis of Net Interest Income

Net interest income represents the difference between the income we earn on interest-earning assets and the interest expense we pay on interest-bearing liabilities. Net interest income also depends upon the relative
amounts of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on them.

The following table sets forth average
balance sheets, average yields and costs, and certain other information for the periods indicated. All average balances are daily average balances. Non-accrual loans were included in the computation of average balances, but have been reflected in
the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income.



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|                                                                   |  |                              |         |          |      |            |  |        |                           |  |          |         |            |   |       |  |        |  
|------------------------------------------------------------------ |  | ---------------------------- | ------- | -------- | ---- | ---------- |  | ------ | ------------------------- |  | -------- | ------- | ---------- | - | ----- |  | ------ | -
|                                                                   |  | Three Months Ended March 31, |        
|                                                                   |  | 2009                         |         |          | 2008 |           
|                                                                   |  | AverageOutstandingBalance    |         | Interest |      | Yield/Cost |  |        | AverageOutstandingBalance |  | Interest |         | Yield/Cost |  
|                                                                   |  | (Dollars in thousands)       |        
|Assets:                                                            |  |                              |         |          |      |            |  |        |                           |  |          |         |            |   |       |  |        |  
|One- to four-family                                                |  | $                            | 40,627  |          | $    | 555        |  | 5.46   | %                         |  | $        | 45,499  |            | $ | 620   |  | 5.45   | %
|Multi-family, commercial real estate, and land                     |  |                              | 29,925  |          |      | 490        |  | 6.64   |                           |  |          | 27,707  |            |   | 466   |  | 6.74   |  
|Construction                                                       |  |                              | 7,023   |          |      | 105        |  | 6.08   |                           |  |          | 8,304   |            |   | 160   |  | 7.73   |  
|Commercial business                                                |  |                              | 4,759   |          |      | 73         |  | 6.17   |                           |  |          | 3,336   |            |   | 67    |  | 8.02   |  
|Home equity lines-of-credit                                        |  |                              | 16,571  |          |      | 120        |  | 2.94   |                           |  |          | 9,100   |            |   | 120   |  | 5.29   |  
|Automobile and other consumer                                      |  |                              | 10,230  |          |      | 156        |  | 6.20   |                           |  |          | 9,848   |            |   | 166   |  | 6.77   |  
|                                                                   |  |                              |         |          |      |            |  |        |                           |  |          |         |            |   |       |  |        |  
|Total loans                                                        |  |                              | 109,135 |          |      | 1,499      |  | 5.54   |                           |  |          | 103,794 |            |   | 1,599 |  | 6.17   |  
|Securities and FHLB stock                                          |  |                              | 4,384   |          |      | 35         |  | 3.16   |                           |  |          | 5,146   |            |   | 44    |  | 3.47   |  
|Other interest-earning assets                                      |  |                              | 7,348   |          |      | 2          |  | 0.12   |                           |  |          | 4,551   |            |   | 34    |  | 2.96   |  
|                                                                   |  |                              |         |          |      |            |  |        |                           |  |          |         |            |   |       |  |        |  
|Total interest-earning assets                                      |  |                              | 120,867 |          | $    | 1,536      |  | 5.13   |                           |  |          | 113,491 |            | $ | 1,677 |  | 5.92   |  
|Non-interest-earning assets                                        |  |                              | 5,557   |          |      |            |  |        |                           |  |          | 3,494   |            |   |       |  |        |  
|                                                                   |  |                              |         |          |      |            |  |        |                           |  |          |         |            |   |       |  |        |  
|Total assets                                                       |  | $                            | 126,424 |          |      |            |  |        |                           |  | $        | 116,985 |            |   |       |  |        |  
|                                                                   |  |                              |         |          |      |            |  |        |                           |  |          |         |            |   |       |  |        |  
|Liabilities and stockholders equity:                              |  |                              |         |          |      |            |  |        |                           |  |          |         |            |   |       |  |        |  
|Savings deposits                                                   |  | $                            | 7,475   |          | $    | 7          |  | 0.41   |                           |  | $        | 7,680   |            | $ | 11    |  | 0.57   |  
|Money market/demand accounts                                       |  |                              | 14,841  |          |      | 30         |  | 0.82   |                           |  |          | 16,591  |            |   | 45    |  | 1.10   |  
|Certificates of deposit                                            |  |                              | 79,537  |          |      | 682        |  | 3.48   |                           |  |          | 69,325  |            |   | 796   |  | 4.61   |  
|                                                                   |  |                              |         |          |      |            |  |        |                           |  |          |         |            |   |       |  |        |  
|Total deposits                                                     |  |                              | 101,853 |          |      | 719        |  | 2.86   |                           |  |          | 93,596  |            |   | 852   |  | 3.65   |  
|FHLB advances                                                      |  |                              | 6,500   |          |      | 72         |  | 4.48   |                           |  |          | 4,500   |            |   | 53    |  | 4.72   |  
|                                                                   |  |                              |         |          |      |            |  |        |                           |  |          |         |            |   |       |  |        |  
|Total interest-bearing liabilities                                 |  |                              | 108,353 |          |      | 791        |  | 2.96   |                           |  |          | 98,096  |            |   | 905   |  | 3.70   |  
|                                                                   |  |                              |         |          |      |            |  |        |                           |  |          |         |            |   |       |  |        |  
|Non-interest-bearing deposits                                      |  |                              | 1,669   |          |      |            |  |        |                           |  |          | 1,696   |            |   |       |  |        |  
|Other liabilities                                                  |  |                              | 963     |          |      |            |  |        |                           |  |          | 1,358   |            |   |       |  |        |  
|                                                                   |  |                              |         |          |      |            |  |        |                           |  |          |         |            |   |       |  |        |  
|Total liabilities                                                  |  |                              | 110,985 |          |      |            |  |        |                           |  |          | 101,150 |            |   |       |  |        |  
|Stockholders equity                                               |  |                              | 15,439  |          |      |            |  |        |                           |  |          | 15,835  |            |   |       |  |        |  
|                                                                   |  |                              |         |          |      |            |  |        |                           |  |          |         |            |   |       |  |        |  
|Total liabilities and stockholders equity                         |  | $                            | 126,424 |          |      |            |  |        |                           |  | $        | 116,985 |            |   |       |  |        |  
|                                                                   |  |                              |         |          |      |            |  |        |                           |  |          |         |            |   |       |  |        |  
|Net interest income                                                |  |                              |         |          | $    | 745        |  |        |                           |  |          |         |            | $ | 772   |  |        |  
|                                                                   |  |                              |         |          |      |            |  |        |                           |  |          |         |            |   |       |  |        |  
|Net interest rate spread                                           |  |                              |         |          |      |            |  | 2.17   | %                         |  |          |         |            |   |       |  | 2.22   | %
|                                                                   |  |                              |         |          |      |            |  |        |                           |  |          |         |            |   |       |  |        |  
|Net interest-earning assets                                        |  | $                            | 12,514  |          |      |            |  |        |                           |  | $        | 15,395  |            |   |       |  |        |  
|                                                                   |  |                              |         |          |      |            |  |        |                           |  |          |         |            |   |       |  |        |  
|Net interest margin                                                |  |                              |         |          |      |            |  | 2.47   | %                         |  |          |         |            |   |       |  | 2.72   | %
|                                                                   |  |                              |         |          |      |            |  |        |                           |  |          |         |            |   |       |  |        |  
|Average of interest-earning assets to interest-bearing Liabilities |  |                              |         |          |      |            |  | 111.55 | %                         |  |          |         |            |   |       |  | 115.69 | %
|                                                                   |  |                              |         |          |      |            |  |        |                           |  |          |         |            |   |       |  |        |  



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Rate/Volume Analysis

The following table presents the dollar amount of changes in interest income and interest expense for the major categories of Ben Franklin Financial, Inc.s interest-earning assets and interest-bearing liabilities. Information is
provided for each category of interest-earning assets and interest-bearing liabilities with respect to (i) changes attributable to changes in volume (i.e., changes in average balances multiplied by the prior-period average rate) and
(ii) changes attributable to rate (i.e., changes in average rate multiplied by prior-period average balances). For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated
proportionately to the change due to volume and the change due to rate.



|                                               |  |                                          |     |   |                         |   |      |   |  |   |      |  
|---------------------------------------------- |  | ---------------------------------------- | --- | - | ----------------------- | - | ---- | - |  | - | ---- | -
|                                               |  | Three Months EndedMarch 31,2009 vs.
2008 |    
|                                               |  | Increase(Decrease) Due to                |     |   | TotalIncrease(Decrease) |  
|                                               |  | Volume                                   |     |   | Rate                    |   |     
|Interest-earning assets:                       |  |                                          |     |   |                         |   |      |   |  |   |      |  
|Loans:                                         |  |                                          |     |   |                         |   |      |   |  |   |      |  
|One- to four-family                            |  | $                                        | (66 | ) |                         | $ | 1    |   |  | $ | (65  | )
|Multi-family, commercial real estate, and land |  |                                          | 32  |   |                         |   | (8   | ) |  |   | 24   |  
|Construction                                   |  |                                          | (23 | ) |                         |   | (32  | ) |  |   | (55  | )
|Commercial business                            |  |                                          | 24  |   |                         |   | (18  | ) |  |   | 6    |  
|Home equity lines-of-credit                    |  |                                          | 69  |   |                         |   | (69  | ) |  |   |     |  
|Automobile and other consumer                  |  |                                          | 5   |   |                         |   | (15  | ) |  |   | (10  | )
|                                               |  |                                          |     |   |                         |   |      |   |  |   |      |  
|Total loans                                    |  |                                          | 41  |   |                         |   | (141 | ) |  |   | (100 | )
|Securities                                     |  |                                          | (6  | ) |                         |   | (3   | ) |  |   | (9   | )
|Other interest-earning assets                  |  |                                          | 13  |   |                         |   | (45  | ) |  |   | (32  | )
|                                               |  |                                          |     |   |                         |   |      |   |  |   |      |  
|Total interest-earning assets                  |  |                                          | 48  |   |                         |   | (189 | ) |  |   | (141 | )
|                                               |  |                                          |     |   |                         |   |      |   |  |   |      |  
|Interest-bearing liabilities:                  |  |                                          |     |   |                         |   |      |   |  |   |      |  
|Savings deposits                               |  |                                          | (1  | ) |                         |   | (3   | ) |  |   | (4   | )
|Money market/demand accounts                   |  |                                          | (4  | ) |                         |   | (11  | ) |  |   | (15  | )
|Certificates of deposit                        |  |                                          | 104 |   |                         |   | (218 | ) |  |   | (114 | )
|                                               |  |                                          |     |   |                         |   |      |   |  |   |      |  
|Total deposits                                 |  |                                          | 99  |   |                         |   | (232 | ) |  |   | (133 | )
|FHLB Advances                                  |  |                                          | 22  |   |                         |   | (3   | ) |  |   | 19   |  
|                                               |  |                                          |     |   |                         |   |      |   |  |   |      |  
|Total interest-bearing Liabilities             |  |                                          | 121 |   |                         |   | (235 | ) |  |   | (114 | )
|                                               |  |                                          |     |   |                         |   |      |   |  |   |      |  
|Change in net interest income                  |  | $                                        | (73 | ) |                         | $ | 46   |   |  | $ | (27  | )
|                                               |  |                                          |     |   |                         |   |      |   |  |   |      |  



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Liquidity and Capital Resources

Our primary sources of funds are deposits and the proceeds from principal and interest payments on loans and mortgage-backed securities. While maturities and scheduled amortization of loans and securities are
predicable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition. We generally manage the pricing of our deposits to be competitive within our market and to
increase core deposit relationships.

Liquidity management is both a daily and long-term responsibility of management. We adjust our investments in liquid
assets based upon managements assessment of (i) expected loan demand, (ii) expected deposit flows, (iii) yields available on interest-earning deposits and securities, and (iv) the objectives of our asset/liability
management program. Excess liquid assets are invested generally in interest-earning overnight deposits, federal funds sold, and short and intermediate-term U.S. Government sponsored entity obligations and mortgage-backed securities of short
duration. If we require funds beyond our ability to generate them internally, we have additional borrowing capacity with the Federal Home Loan Bank of Chicago.

Our cash flows are comprised of three primary classifications: (i) cash flows from operating activities, (ii) investing activities, and (iii) financing activities. Net cash from operating activities was $115,000 and
($317,000) for the three months ended March 31, 2009 and 2008, respectively. Net cash from investing activities consisted primarily of disbursements for loan originations and purchases, offset by principal collections on loans and
mortgage-backed securities. Net cash from investing activities was $1.8 million and $2.1 million for the three months ended March 31, 2009 and 2008, respectively. Net cash from financing activities consisted primarily of the activity in
deposit, borrowing, and escrow accounts. The net cash from financing activities was $1.9 million and $955,000 for the three months ended March 31, 2009 and 2008, respectively.

Our most liquid assets are cash and short-term investments. The levels of these assets are dependent on our operating, financing, lending, and investing activities during any given period. We may also utilize the sale
of securities available-for-sale, federal funds purchased, Federal Home Loan Bank of Chicago advances and other borrowings as sources of funds. At March 31, 2009, cash and cash equivalents totaled $11.7 million.

At March 31, 2009, the Bank exceeded all of its regulatory capital requirements to be well capitalized with a Tier 1 (core) capital level of $11.6 million, or 9.25%
of adjusted total assets which was $5.3 million above the required level of $6.3 million, or 5.00%; and total risk-based capital of $12.3 million or 12.28% of risk weighted assets, which was $2.3 million above the required level of $10.0 million or
10.00%. The Bank at March 31, 2009 was categorized as well capitalized under applicable regulatory criteria. Management is not aware of any conditions or events since the most recent notification that would change the Banks category.

At March 31, 2009, we had outstanding commitments to originate loans of $125,000. We anticipate that we will have sufficient funds available to meet
our current loan commitments. Loan commitments have, in recent periods, been funded through liquidity and normal deposit



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flows. Certificates of deposit scheduled to mature in one year or less from March 31, 2009 totaled $60.3 million. Management believes, based on past
experience that a significant portion of such deposits will remain with us. Based on the foregoing, in addition to our level of core deposits and capital, we consider our liquidity and capital resources sufficient to meet our outstanding short-term
and long-term needs.

Off-Balance Sheet Arrangements.

In the normal course of operations, we engage in a variety of financial transactions that, in accordance with generally accepted accounting principles, are not recorded in our financial statements. These transactions involve, to varying
degrees, elements of credit, interest rate and liquidity risk. Such transactions are used primarily to manage customers requests for funding and take the form of loan commitments and available lines of credit. For the three months ended
March 31, 2009, we did not engage in any off-balance sheet transactions other than loan origination commitments in the normal course of our lending activities.



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|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

This
item is not applicable because we are a smaller reporting company.



|Item 4. | Controls and Procedures
|------- | -----------------------

We have adopted disclosure controls and
procedures designed to facilitate our financial reporting. The disclosure controls currently consist of communications among the Chief Executive Officer, the Chief Financial Officer and each department head to identify any transactions, events,
trends, risks or contingencies which may be material to our operations. Our disclosure controls also contain certain elements of our internal controls adopted in connection with applicable accounting and regulatory guidelines. Our Chief Executive
Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls as of the end of the period covered by this report and found them to be effective. Finally, the Chief Executive Officer, Chief Financial Officer, the
Audit Committee and our independent registered public accounting firm also meet on a quarterly basis.

We maintain internal control over financial
reporting. There have not been any significant changes in such internal control over financial reporting in the last quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II  Other Information



|Item 1. | Legal Proceedings
|------- | -----------------

At March 31, 2009 there were no material
pending legal proceedings to which the Company or the Bank is a party other than ordinary routine litigation incidental to their respective businesses.



|Item 1A. | Risk Factors
|-------- | ------------

This item is not applicable because we are a smaller
reporting company.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------



|                                     |  |                                         |  |                                      |      |                                                                                      |        |                                                                                                              |       
|------------------------------------ |  | --------------------------------------- |  | ------------------------------------ | ---- | ------------------------------------------------------------------------------------ | ------ | ------------------------------------------------------------------------------------------------------------ | ------
|Period                               |  | Total Numberof Share(or Units)Purchased |  | Average pricePaid per Share(or Unit) |      | Total Number ofShares (or Units)Purchased as Partof PubliclyAnnounced Planor
Program |        | MaximumNumber (orApproximateDollar Value ofShares (or Units)that May Yet
BePurchased Underthe Plan orProgram
|January 1, 2009  January 31, 2009   |  | 3,000                                   |  | $                                    | 6.49 |                                                                                      | 3,000  |                                                                                                              | 45,771
|February 1, 2009  February 28, 2009 |  | 9,500                                   |  | $                                    | 6.00 |                                                                                      | 9,500  |                                                                                                              | 36,271
|March 1, 2009  March 31, 2009       |  | 6,800                                   |  | $                                    | 5.77 |                                                                                      | 6,800  |                                                                                                              | 29,471
|Total                                |  | 19,300                                  |  | $                                    | 6.00 |                                                                                      | 19,300 |                                                                                                              | 29,471

On January 28, 2009, the Company announced its second Stock Repurchase Program pursuant to which the Company
intends to repurchase 42,487 shares of its outstanding common stock (excluding shares owed by the MHC). The Stock Repurchase Program will be in effect through December 31, 2009. The first Stock Repurchase Program announced April 23, 2008
was completed in January of 2009.



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##### Table of Contents

|Item 3. | Defaults upon Senior Securities
|------- | -------------------------------

Not Applicable



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

Not Applicable



|Item 5. | Other Information
|------- | -----------------

Not Applicable



|Item 6. | Exhibits
|------- | --------



| | (a) | Exhibits
| | --- | --------



|     |  |                                                           
|---- |  | ----------------------------------------------------------
|31.1 |  | Rule 13(a)  14(a) Certification (Chief Executive Officer)
|31.2 |  | Rule 13(a)  14(a) Certification (Chief Financial Officer)
|32.1 |  | Section 1350 Certification (Chief Executive Officer)      
|32.2 |  | Section 1350 Certification (Chief Financial Officer)      



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##### Table of Contents

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



|                   |  |  |  |                                      
|------------------ |  |  |  | -------------------------------------
|                   |  |  |  | BEN FRANKLIN FINANCIAL, INC.         
|                   |  |  |  | (Registrant)                         
|                   |  | 
|Date: May 14, 2009 |  |  |  | /s/ C. Steven Sjogren                
|                   |  |  |  | C. Steven Sjogren                    
|                   |  |  |  | President and Chief Executive Officer



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