Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
MCNEIL MICHAEL
2. Issuer Name and Ticker or Trading Symbol
HMN FINANCIAL INC [HMNF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Former Director and President
(Last)
(First)
(Middle)

1016 CIVIC CENTER DRIVE
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008
(Street)


ROCHESTER, MN 55901
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock             24,237 (1) D  
Common Stock             9,371 D  
Common Stock             10,143 (2) I ESOP Allocation
Common Stock             10,797 (3) I 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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 control number. SEC 2270 (9-02)

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 Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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 $ 16.13           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
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCNEIL MICHAEL
1016 CIVIC CENTER DRIVE
ROCHESTER, MN 55901
      Former Director and President

Signatures

Jon Eberle by Power of Attorney for Michael McNeil 02/17/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Includes Employee Stock Purchase Plan purchases and dividends of 252 shares and deduction of 4,734 shares for forfeiture of restricted stock awards.
(2) Number of shares for ESOP holding includes allocation for the year ended Dec 31, 2008.
(3) Number of shares shown for 401(k) holdings reflects automatic purchases within the plan during 2008.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.