8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549




                                    FORM 8-K



                                 CURRENT REPORT



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



                Date of Report (Date of earliest event reported)
                                OCTOBER 18, 1996




                            CITFED BANCORP, INC.
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           (Exact name of Registrant as specified in its Charter)







       DELAWARE                   0-19611               31-1332674     
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    (State or other        (Commission File No.)      (IRS Employer
     jurisdiction of                                   Identification
     incorporation)                                       Number)




 ONE CITIZENS FEDERAL CENTRE, DAYTON, OHIO                  45402    
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(Address of principal executive offices)                  (Zip Code)





Registrant's telephone number, including area code: (513) 223-4234
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                                       N/A 
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        (Former name or former address, if changed since last report)



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ITEM 5.  OTHER EVENTS

     On October 18, 1996, the Registrant issued the attached press release,
announcing the declaration of a three-for two stock split and a second
quarter cash dividend.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
         AND EXHIBITS

    (c)  Exhibits:

      Exhibit 99 - Press Release dated October 18, 1996.



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                                   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.


                                                CITFED BANCORP, INC.






Date: October 28, 1996                          By: /S/JOHN H. CURP
      ----------------------                        -------------------
                                                    John H. Curp
                                                      Senior Vice President and
                                                      Corporate Secretary



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                                 EXHIBIT INDEX





EXHIBIT
NUMBER                                 DESCRIPTION
- -------                                -----------
      
  99     Press release dated October 18, 1996 announcing CitFed Bancorp, Inc.'s
         declaration of a 3-2 stock dividend and second quarter cash dividend




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EX-99

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                                                                      EXHIBIT 99






FOR IMMEDIATE RELEASE
October 18, 1996


CITFED BANCORP, INC. DECLARES THREE-FOR-TWO STOCK SPLIT
AND ANNOUNCES SECOND QUARTER CASH DIVIDEND


Dayton, Ohio -- CitFed Bancorp, Inc. (NASDAQ/NNM:CTZN) Board of Directors today
approved a three-for-two stock split in the form of a stock dividend.  CitFed's
regular quarterly cash dividend of eight cents per share was also declared on
the post-split shares. The Corporation's cash dividends will increase by 50
percent.  The announcement was made by Chairman and President Jerry L. Kirby.

     The stock dividend will be paid November 29, 1996 to stockholders of
record as of November 15, 1996.  The stock dividend will pay one common share
of CitFed Bancorp stock for every two shares of common stock held on the record
date.  Stockholders will receive cash in lieu of fractional shares.  The
regular quarterly cash dividend will be based on all outstanding common shares
including the stock dividend, and will be paid on December 2, 1996 to
stockholders of record on November 15, 1996.

     "The Board of Directors has declared this stock dividend in recognition of
the

                                      more


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CitFed Bancorp
2-2-2

recent financial performance of the Corporation and investor interest in our
stock," Kirby said.  "Combined with our increased cash dividends, these actions
clearly demonstrate our mission to enhance shareholder value."

     Kirby also stated that CitFed expects to take a one-time pretax charge of
about $10.4 million in its second quarter which ended September 30, 1996 as
part of its contribution to fully fund the Savings Association Insurance Fund
(SAIF) as a result of legislation signed into law by President Clinton on
September 30.

     "The long-term benefits of lower insurance premiums for deposits insured
by SAIF far outweigh any short-term effect on our second quarter's results,"
Kirby said.  "Beginning in January of 1997, as a result of the lower insurance
premium which is expected to be approximately 6.4 cents per $100 of deposits,
we should realize pretax annual savings of about $2.7 million."

     CitFed Bancorp plans to announce its earnings for the second quarter of
fiscal 1997 on October 29.

     CitFed Bancorp, Inc. is the holding company of Citizens Federal Bank,
F.S.B., the largest financial institution headquartered in Dayton with assets
of $2.7 billion.  Citizens Federal operates 33 offices in a six-county area.
CitFed Mortgage Corporation of America, the wholly owned subsidiary of Citizens
Federal, has 13 loan origination offices in Ohio, Indiana, Kentucky, Virginia
and North Carolina.

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