8-K/A

                   SECURITIES EXCHANGE COMMISSION



                       Washington, D.C. 20549



                             FORM  8-K
                           Amendment No. 2


                           CURRENT REPORT



    Pursuant to Section 13 or 15(d) of the Securities Exchange Act
    1934



            Date of Report:    October 30, 1997



                          MARATHON BANCORP

          (Exact name of registrant as specified in its charter)



                             CALIFORNIA 

                  (State of jurisdiction of incorporation)



                               0-12510

                       (Commission File Number)



                              95-3770539

                   (IRS Employer Identification No.)



          11150 West Olympic Boulevard, Los Angeles, CA      90064

     (Address of principal executive offices)              (Zip Code)





    Registrant's telephone number, including area code: 310-996-9100


                               Page 1



Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTS


On October 20, 1997, the Board of Directors approved the
recommendation of the Audit Committee of the Board of Directors
to (i) engage Vavrinek, Trine, Day & Co., LLP as the independent
accountants for Marathon Bancorp and (ii) dismiss Deloitte &
Touche LLP as such independent accountants subject to the
Board's Executive Committee giving their final approval after
meeting with the partner assigned.  The Executive Committee met
on October 27, 1997  with Vavrinek, Trine, Day & Co., LLP and
gave their approval.



During the two fiscal years ended December 31, 1996 and the
subsequent interim period through September 30, 1997, (i) there
were no disagreements with Deloitte touche LLP on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements
if not resolved to its satisfaction would have caused it to make
reference in connection with its report to the subject matter of
the disagreement, and (ii) Deloitte Touche LLP has not advised
the registrant of any reportable events as defined in paragraph
(A) through (D) of Regulation S-K Item 304 (a) (1) (v).

    The Company does not agree with the statement in the letter from Deloitte
Touche that there was a disagreement over the financial statements of year end 
1995 that would have caused it to change its opinion for that year.
There was a difference in market valuation methologies on two of the Company's
OREO (other real estate owned) properties that was settled with the
Company using the Deloitte Touche valuation.  This happened without the
knowledge of the current new senior management and was not a consideration in
the change in accountants.      

The accountants' report of Deloitte Touche LLP on the
consolidated financial statements of Marathon Bancorp and
subsidiary as of and for the years ended December 31, 1995 and
December 31, 1996 did not contain any adverse opinion or
disclaimer of opinion, and was not qualified or modified as to
uncertainty, audit scope, or accounting principles.  A letter
from Deloitte Touche LLP is attached as Exhibit 1.





Item 7. FINANCIAL STATEMENTS AND EXHIBITS.





     A. Exhibits:



          Exhibit 16.  Letter re change in certifying
accountants.




                                Page 2




                              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 hereunto duly authority.





__October 30, 1997_

Date





                         __Marathon Bancorp__

                              (Registrant)




                                          

                Craig Collette, President & C.E.O.

                             (Signature)



                                  Page 3

EX-16

DELOITTE & TOUCHE LLP
1000 Wilshire Boulevard
Los Angeles, California 90017-2472


November 10, 1997

Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, NW
Washington, DC 20549

Dear Sires/Madams:

We have read the comments in Item 4 of Form 8-K of Marathon Bancorp (the 
"Company") dated October 30, 1997 and have the following comments:

 .  We agree with the statements made in the third paragraph.

 .  We have no basis to agree or disagree with the statements made in the first
   paragraph.

 .  We do not agree with the statements made in the second paragraph. In 
   connection with our audit of the Company's 1995 financial statements, we
   had a disagreement with the Company's management regarding the valuation
   of certain real estate owned properties for which we believed the 
   valuations should have been adjusted downward to comply with generally
   accepted accounting principles. At a meeting with members of senior 
   management and members of the Board of Directors, we were informed that
   management would not record the recommended adjustment. We responded by
   asserting that we could not issue our opinion on the Company's financial
   statements, unless the adjustment was recorded. The matter was ultimately
   resolved when management recorded the adjustment to write down the
   properties to estimated fair value. 
 
Your truly,



cc:  Mr. Craig D. Collette
     President and Chief Executive Officer
     Marathon Bancorp