8-K

UNITED STATES

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 10, 2008

First Clover Leaf Financial Corp.

(Exact name of registrant as specified in its charter)

Maryland	0-50820	20-4797391
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)
6814 Goshen Road, Edwardsville, Illinois		62025
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (618) 656-6122

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01  Completion of Acquisition or Disposition of Assets.

On October 10, 2008, First Clover Leaf Financial Corp. (“First Clover Leaf”), the holding company of First Clover Leaf Bank (“FCL Bank”), a federal savings bank located in Edwardsville, Illinois, completed its acquisition of Partners Financial Holdings Inc. (“Partners”), the holding company of Partners Bank (“Partners Bank”), an Illinois state bank located in Glen Carbon, Illinois, by way of a merger of Partners with and into First Clover Leaf with First Clover Leaf being the surviving corporation in the merger (the “Merger”). In connection with the Merger, Partners Bank was merged with and into FCL Bank with FCL Bank as the surviving institution.

Stockholders of Partners received aggregate merger consideration comprised of 1,072,487 shares of First Clover Leaf common stock (subject to adjustment due to cash payments in lieu of fractional shares being issued) and approximately $10.36 million in cash, or 5.7971 shares of First Clover Leaf common stock per share of Partners common stock receiving stock consideration and $56 in cash per share of Partners common stock receiving cash consideration.  In addition, First Clover Leaf paid approximately $1.5 million in cash in consideration for outstanding Partners options and warrants.  50% of the Partners shares were exchanged for the right to receive First Clover Leaf common stock and 50% were exchanged for the right to receive cash.  Cash will be issued in lieu of fractional shares of First Clover Leaf common stock at a rate of $9.66 per share.

A press release detailing the above was issued by First Clover Leaf, and is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The financial statements and pro forma information required to be filed by this Item are not available at this time.  Such information will be filed as an amendment to this Current Report on Form 8-K when the information becomes available; however, in no event will such information be filed any later than 71 days from the last date on which this Form 8-K was required to be filed.

(b) Pro Forma Financial Information.

The financial statements and pro forma information required to be filed by this Item are not available at this time.  Such information will be filed as an amendment to this Current Report on Form 8-K when the information becomes available; however, in no event will such information be filed any later than 71 days from the last date on which this Form 8-K was required to be filed.

(c) Shell Company Transaction.   Not applicable.

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release dated October 10, 2008

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 hereunto duly authorized.

	FIRST CLOVER LEAF FINANCIAL CORP.
Date: October 10, 2008	By:	/s/ Dennis M. Terry
		Name: Dennis M. Terry
		Title: President and Chief Executive Officer

EXHIBIT INDEX

The following exhibits are filed as part of this Report:

Exhibit No.	Description of Exhibit
99.1	Press Release dated October 10, 2008

EX-99.1

Exhibit 99.1

Press Release

PRESS RELEASE

FOR IMMEDIATE RELEASE

October 10, 2008

Contact:	Dennis M. Terry
	President and Chief Executive Officer
	First Clover Leaf Financial Corp.
	(618) 656-6122

FIRST CLOVER LEAF FINANCIAL CORP. ANNOUNCES COMPLETION

OF ACQUISITION OF PARTNERS FINANCIAL HOLDINGS, INC.

Edwardsville, IL - (October 10, 2008) First Clover Leaf Financial Corp. (“First Clover Leaf”) (NASDAQ: FCLF) and its subsidiary, First Clover Leaf Bank, FSB, announced today that they have completed the acquisition of Partners Financial Holdings Inc. (“Partners”) and its subsidiary, Partners Bank, both based in Glen Carbon, Illinois, by merger of Partners into First Clover Leaf and Partners Bank into First Clover Leaf Bank, resulting in a combined organization with over $593 million in assets. The holding company resulting from the transactions will continue to be known as First Clover Leaf Financial Corp. and the resulting federal savings bank will continue to be known as First Clover Leaf Bank.

Each share of Partners common stock was converted into the right to receive either 5.7971 shares of First Clover Leaf common stock or $56 in cash.  The total mix of consideration in the transaction was 50% stock and 50% cash, or up to 1,072,487 First Clover Leaf common shares and approximately $10.36 million in cash. Cash will be issued in lieu of fractional shares of First Clover Leaf common stock at a rate of $9.66 per share.  In addition, First Clover Leaf paid approximately $1.5 million in cash for outstanding Partners options and warrants.

As a result of the completion of the acquisition, First Clover Leaf will have 9,249,218 issued and outstanding common shares, subject to adjustment for cash payments in lieu of fractional shares.

First Clover Leaf engaged RP Financial, LC, as its financial advisor and Polsinelli Shalton Flanigan Suelthaus PC served as legal counsel to First Clover Leaf.

Partners engaged Stifel Nicolaus & Co., Inc., as its financial advisor.  Lewis, Rice & Fingersh, LC, served as legal counsel to Partners.

About First Clover Leaf:

First Clover Leaf Financial Corp. is the parent company of First Clover Leaf Bank, a federally chartered savings bank, headquartered in Edwardsville, Illinois. The savings bank operates four full-service offices in Edwardsville and Wood River , Illinois. As of June 30, 2008, First Clover Leaf's consolidated assets totaled approximately $421 million and its deposits were approximately $292 million.