Marathon Financial Corporation
Ticker: MFCV 4095 Valley Pike
Exchange: NASDAQ-Small Cap Market Winchester, Virginia 22602
Industry: Financial (540) 869-6600

Type of Shares:Common Shares Filing Date:7/26/96
U.S. Shares:575,000 Offer Date:9/26/96
Non-U.S. Shares:0 Filing Range:$4.75 - $5.75
Primary Shares:575,000 Offer Price:$5.00
Secondary Shares:0 Gross Spread:$0.35
Offering Amount: $3,018,750 Selling:$0.00
Expenses:$48,000 Reallowance:$0.00
Shares Out After:1,881,303

ManagerTierPhone
McKinnon & Company, Inc.Lead Manager (804) 623-4636

Auditor: Yount, Hyde & Barbour, P.C.
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/95 6/30/96
Revenue:$1.97$1.23$0.88Assets:$41.61
Net Income:$0.42$0.30$0.18Liabilities:$38.65
EPS:$0.35$0.23$0.16Equity:$2.96

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
Marathon Financial Corporation is a bank holding company headquartered in Frederick County, Virginia. Its banking subsidiary, The Marathon Bank, began operations in December 1988 in Frederick County. At June 30, 1996 the corporation had $41.611 million assets, $31.596 million in net loans, $37.866 million in deposits, $2.963 million in stockholders' equity, and an operating tax loss carry forward of $3.226 million. During the year ended December 31, 1995, the corporation's net income grew 32.39% to $421 thousand from $318 thousand in 1994. For the six months ended June 30, 1996, the corporation's net income increased 71.75% to $304 thousand from $177 thousand for the comparable period in 1995, while total assets increased 28.96% to $41.611 million at June 30, 1996 over the June 30, 1995 levels. The annualized return on average assets and average equity for the six months ended June 30, 1996 were 1.61% and 21.55% respectively.

Use of Proceeds
The proceeds from the proposed offering will be used to support future growth of the corporation's assets, including the potential opening of new branches, and for general corporate purposes.

Last updated: 11/24/96

©1996 IPO Data Systems, Inc. - All rights reserved.