10-K/A

 
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                      SECURITIES AND EXCHANGE COMMISSION

                             Washington, DC 20549

                                  FORM 10-K/A

     Amendment to the Annual report pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

For the fiscal year ended                          Commission File No.:  0-20082
   September 30, 1996

                        HINSDALE FINANCIAL CORPORATION
            (exact name of registrant as specified in its charter)

           Delaware                                          36-3811768
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                                I.D. No.)

                  One Grant Square, Hinsdale, Illinois 60521
                   (Address of principal executive offices)

      Registrant's telephone number, including area code: (630) 323-1776

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          Securities registered pursuant to Section 12(b) of the Act:

                                     None

          Securities registered pursuant to Section 12(g) of the Act:

                    Common Stock par value $0.01 per share
                               (Title of class)

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        Indicate by check mark whether the registrant (1) has 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 if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K. [X]

        The aggregate market value of the voting stock held by non-affiliates
of the registrant, i.e., persons other than directors and executive officers of
the registrant, is $61,058,178 and is based upon the last sales price as quoted
on NASDAQ for December 13, 1996.

        The Registrant had 2,695,085 shares of common stock outstanding as of
December 13, 1996.

                      DOCUMENTS INCORPORATED BY REFERENCE

        Part III-Portions of the Proxy Statement for the 1996 Annual Meeting of
Stockholders are incorporated by reference into Part III of this Form 10-K.
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                                  SIGNATURES

   Pursuant to the requirements of Section 13 or 15(d) 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.

                                              HINSDALE FINANCIAL CORPORATION
                                              ------------------------------
                                                      (Registrant)

                                              By: /s/ Kenne P. Bristol
                                                  ------------------------
                                                  Kenne P. Bristol
DATED:  January 8, 1997                           President, Chief Executive
        -----------------                         Officer and Director








                            

EX-23

 
                   [LETTERHEAD OF PEAT MARWICK APPEARS HERE]    


The Board of Directors
Hinsdale Financial Corporation:



We consent to incorporation by reference in the Registration Statement on Form 
S-8 of Hinsdale Financial Corporation of our report dated November 8, 1996, 
relating to the consolidated statements of financial condition of Hinsdale 
Financial Corporation and subsidiaries as of September 30, 1996 and 1995, and 
the related consolidated statements of income, changes in stockholders' equity, 
and cash flows for each of the years in the three year period ended September 
30, 1996 which report is incorporated by reference in the September 30, 1996 
annual report on Form 10-K of Hinsdale Financial Corporation.

                                                /s/ KPMG Peat Marwick LLP



Chicago, Illinois
January 2, 1997