SECURITIES  AND  EXCHANGE  COMMISSION
                          Washington,  D.C.  20549

                                    FORM  15

  CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF
  THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS
   UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                               Commission  File Number 0-12510
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                              Marathon  Bancorp
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        (Exact  name  of  registrant  as  specified  in  its  charter)

  11150  West  Olympic  Boulevard,  Los  Angeles, California 90064(310)996-9100
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       (Address, including zip code, and telephone number, including area
            code,  of  registrant's  principal  executive  offices)


                       Common  Stock,  no  par  value
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       (Title  of  each  class  of  securities  covered  by  this  Form)

                                     None
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     (Titles  of  all  other  classes  of  securities  for  which a duty to file
     reports  under  section  13(a)  or  15(d)  remains)

Please  place an X in the box(es) to designate the appropriate rule provision(s)
relied  upon  to  terminate  or  suspend  the  duty  to  file  reports:

      Rule  12g-4(a)(1)(i)    X                Rule  12h-3(b)(1)(i)    X
      Rule  12g-4(a)(1)(ii)                    Rule  12h-3(b)(1)(ii)
      Rule  12g-4(a)(2)(i)                     Rule  12h-3(b)(2)(i)
      Rule  12g-4(a)(2)(ii)                    Rule  12h-3(b)(2)(ii)
      Rule  15d-6

Approximate  number  of  holders  of  record  as  of the certification or notice
date:  One  (1)
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Pursuant  to  the  requirements  of  the  Securities  Exchange  Act  of  1934
                              Marathon  Bancorp
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has  caused  this  certification/notice  to  be  signed  on  its  behalf  by the
undersigned  duly  authorized  person.


Date: August  23,  2002               By:  //Howard J. Stanke//
     -----------------                    --------------------------------------
                                       Name:  Howard  J.  Stanke
                                       Title: Executive Vice President and
                                              Chief  Financial Officer

Instruction:  This  form  is  required  by  Rules  12g-4, 12h-3 and 15d-6 of the
General  Rules  and  Regulations under the Securities Exchange Act of 1934.  The
registrant  shall file with the Commission three copies of Form 15, one of which
shall  be manually signed.  It may be signed by an officer of the registrant, by
counsel  or  by  any  other  duly  authorized person.  The name and title of the
person  signing  the  form  shall  be  typed  or  printed  under  the signature.