SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549
                                 
                                AMENDMENT NO. 3       
                                      TO
                                   FORM 10-K

             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 I.D. No.)
incorporation or organization)

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

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

                          ------------------------   

          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)

                           ------------------------

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 and 2,710,447 shares of common stock outstanding as of 
January 27, 1997.       


 
                                  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.

DATED:  January 28, 1997               HINSDALE FINANCIAL CORPORATION
                                       (Registrant)


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