SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCNEIL MICHAEL

(Last)

(First)

(Middle)

1016 CIVIC CENTER DRIVE

(Street)

ROCHESTER

55901

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HMN FINANCIAL INC [ HMNF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	01/25/2005		A		2,290	A	$0.00	7,290	D
COMMON STOCK								10,471	D
COMMON STOCK								6,495⁽¹⁾	I	ESOP ALLOCATION
COMMON STOCK								6,044⁽²⁾	I	401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
OPTION TO BUY	$11.5							04/27/2000	04/27/2009	COMMON STOCK	10,000		10,000	D
OPTION TO BUY	$11.5							04/27/2001	04/27/2009	COMMON STOCK	10,000		20,000	D
OPTION TO BUY	$11.5							04/27/2002	04/27/2009	COMMON STOCK	10,000		30,000	D
OPTION TO BUY	$11.5							04/27/2003	04/27/2009	COMMON STOCK	10,000		40,000	D
OPTION TO BUY	$11.5							04/27/2004	04/27/2009	COMMON STOCK	10,000		50,000	D
OPTION TO BUY	$16.3							04/16/2008	04/15/2012	COMMON STOCK	1,520		1,520	D
OPTION TO BUY	$16.13							04/16/2009	04/15/2012	COMMON STOCK	6,199		7,719	D
OPTION TO BUY	$16.13							04/16/2010	04/15/2012	COMMON STOCK	6,199		13,918	D
OPTION TO BUY	$16.13							04/16/2011	04/15/2012	COMMON STOCK	6,199		20,117	D
OPTION TO BUY	$16.13							01/01/2012	04/15/2012	COMMON STOCK	6,199		26,316	D
OPTION TO BUY	$27.64							02/13/2005	02/13/2014	COMMON STOCK	1,250		1,250	D
OPTION TO BUY	$27.64							02/13/2006	02/13/2014	COMMON STOCK	1,250		2,500	D
OPTION TO BUY	$27.64							02/13/2007	02/13/2014	COMMON STOCK	1,250		3,750	D
OPTION TO BUY	$27.64							02/13/2008	02/13/2014	COMMON STOCK	1,250		5,000	D

Explanation of Responses:

1. Number of shares shown for ESOP holdings includes allocation for the year ended dec 31, 2004.

2. Number of shares shown for 401(k)holdings reflects automatic purchases within the plan during 2004.

Remarks:

	JON EBERLE FOR MICHAEL MCNEIL, BY POWER OF ATTORNEY.	01/27/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.