FIRSTBANK OF ILLINOIS CO
10-Q, 1996-08-14
STATE COMMERCIAL BANKS
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                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                                     
                                     
                                 FORM 10-Q
                                     
                                     
               QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934



                                                                           
For quarter ended June 30, 1996               Commission file number 0-8426



                              FIRSTBANK OF ILLINOIS CO.
              (exact name of registrant as specified in its charter)



         DELAWARE                                            37-6141253
(State of other jurisdiction of                           (I.R.S. Employer
 incorporation of organization)                          Identification No.)


         205 S. Fifth Street                                              
         Springfield, Illinois                                     62701
(address of principal executive offices)                        (Zip code)



Registrant's telephone number, including area code (217) 753-7543.


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 and (2) has been subject to the
filing requirements for the past 90 days.

             YES __X__                  NO _____


Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

Common stock, par value $1.00 per share -- 10,324,225 shares outstanding on
June 30, 1996.


Part I.  Financial Information

Item 1.  Financial Statements

FIRSTBANK OF ILLINOIS CO. AND SUBSIDIARIES
INTERIM CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited)
(in thousands of dollars except per share data)

                                                        June 30,   December 31,
                                                          1996         1995

ASSETS
Cash and due from banks                               $   99,195     $  83,738
Short-term investments                                     8,481        13,886
Investment securities:
  Available-for-sale, at market value                    465,115       412,299
  Held-to-maturity, at amortized cost (market values
      of $40,743 for 1996 and $46,156 for 1995)           39,037        44,620
       Total investment securities                       504,152       456,919

Loans                                                  1,243,360     1,242,377
Unearned discount                                         (4,200)       (5,579)
    Loans, net of unearned discount                    1,239,160     1,236,798
Reserve for possible loan losses                         (18,478)      (18,047)
    Loans, net                                         1,220,682     1,218,751

Premises and equipment, net                               41,679        41,457
Accrued income receivable                                 20,022        19,119
Other assets                                              30,769        29,424
       Total assets                                   $1,924,980    $1,863,294

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES
Deposits:
  Noninterest-bearing                                 $  271,730    $  260,910
  Interest-bearing                                     1,376,201     1,357,359
       Total deposits                                  1,647,931     1,618,269

Short-term borrowings                                     64,006        35,388
Other liabilities                                         15,742        18,548
Long-term borrowings                                           -           108
       Total liabilities                               1,727,679     1,672,313

SHAREHOLDERS' EQUITY
Preferred stock, no par value:
  Authorized and unissued -- 1,000,000 shares
Common stock, par value $1 per share:
  Authorized -- 20,000,000 shares
  Issued including shares in treasury -- 10,352,403 shares
    in 1996 and 10,348,026 shares in 1995                 10,352        10,348
Capital surplus                                           42,499        42,826
Retained earnings                                        147,300       138,541
Unrealized losses on investment
   securities, net                                        (1,972)         (343)
Less treasury stock at cost:
   28,178 shares in 1996 and 12,551 shares in 1995          (878)         (391)
       Total shareholders' equity                        197,301       190,981
       Total liabilities and shareholders' equity     $1,924,980    $1,863,294



See accompanying notes to interim consolidated condensed financial statements.

                                Page 1

Part I.  Financial Information ... continued

Item 1.  Financial Statements ... continued

FIRSTBANK OF ILLINOIS CO. AND SUBSIDIARIES
INTERIM CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited)
(in thousands of dollars except per share data)

                                           Six Months EndedThree Months Ended
                                               June 30,         June 30,
                                           1996      1995      1996      1995

INTEREST INCOME
Loans                                    $54,529   $52,228   $27,174   $26,748
Investment securities:
  Taxable                                 12,301    10,976     6,272     5,272
  Exempt from Federal income tax           1,037     1,308       497       641
Short-term investments                       987       978       451       663
     Total interest income                68,854    65,490    34,394    33,324

INTEREST EXPENSE
Deposits                                  28,947    25,779    14,307    13,693
Short-term borrowings                        984     1,365       529       433
Long-term borrowings                           3       408         1       202
     Total interest expense               29,934    27,552    14,837    14,328

     Net interest income                  38,920    37,938    19,557    18,996
Provision for possible loan losses         1,434     1,153       717       578

     Net interest income after
     provision for possible loan losses   37,486    36,785    18,840    18,418

NONINTEREST INCOME
Securities gains, net                          9        20         -        12
Service charges on deposit accounts        2,964     2,902     1,557     1,446
Trust services                             2,197     2,196     1,094     1,106
Agricultural services                        820       872       470       487
Investment services                        1,269       824       739       434
Mortgage lending activities                1,414     1,077       721       703
Other                                      2,410     2,300     1,382     1,022
     Total noninterest income             11,083    10,191     5,963     5,210

NONINTEREST EXPENSE
Salaries and employee benefits            15,418    15,053     7,906     7,457
Net occupancy                              2,320     2,246     1,145     1,128
Equipment                                  2,295     2,372     1,169     1,176
FDIC and other insurance                     293     1,985       160       990
Postage, printing and supplies             1,354     1,228       632       629
Professional                               1,080       974       629       506
Other                                      4,317     3,684     2,294     1,897
     Total noninterest expense            27,077    27,542    13,935    13,783

Net income before income taxes            21,492    19,434    10,868     9,845

Income tax expense                         7,767     6,895     3,952     3,495

Net income                               $13,725   $12,539   $ 6,916   $ 6,350

Earnings per common share                $  1.31   $  1.20   $  0.66   $  0.61



See accompanying notes to interim consolidated condensed financial statements.

                                Page 2

Part I.  Financial Information ... continued

Item 1.  Financial Statements ... continued

FIRSTBANK OF ILLINOIS CO. AND SUBSIDIARIES
INTERIM CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW (Unaudited)
(in thousands of dollars)

                                                             Six Months Ended
                                                                 June 30,
                                                              1996      1995


OPERATING ACTIVITIES
 Net income                                               $ 13,725   $ 12,539
 Adjustments to reconcile net income to net cash provided
  by operating activities:
   Depreciation and amortization                             4,873      5,317
   Provision for possible loan losses                        1,434      1,153
   Gains incurred on other real estate owned                   (52)        (3)
   Increase in accrued income receivable                      (903)      (395)
   Gain on sale of loans                                      (129)         -
   Other, net                                               (4,614)     1,960
   Originations of loans for sale                          (77,191)   (38,308)
   Proceeds from sale of loans                              74,411     37,960
      Net cash provided by operating activities             11,554     20,223

INVESTING ACTIVITIES
 Purchases of investment securities:
   Available-for-sale                                     (411,865)   (24,960)
   Held-to-maturity                                         (3,343)    (2,294)
 Proceeds from sales of investment securities
   Available-for-sale                                       14,171     50,720
 Proceeds from maturities of and principal payments on
   investment securities:
   Available-for-sale                                      340,742     21,746
   Held-to-maturity                                          8,881      6,386
 Purchases of premises and equipment                        (2,758)    (1,496)
 Proceeds from sales of premises and equipment                  11         39
 Proceeds from sales of other real estate owned                722        840
 Net loans originated                                         (669)   (19,932)
   Net cash provided by (used in) investing activities     (54,108)    31,049

FINANCING ACTIVITIES
 Net increase (decrease) in noninterest-bearing 
    deposit accounts                                        10,820    (19,117)
 Net increase (decrease) in savings, NOW and 
    money market deposits                                   10,827    (26,974)
 Net increase in certificates of deposit                     8,015     93,523
 Net increase (decrease) in short-term borrowings           28,618    (56,370)
 Principal payments under capital lease obligations           (108)       (88)
 Payments to retire long-term debt                               -    (10,350)
 Cash dividends paid                                        (4,756)    (4,148)
 Proceeds from exercise of common stock options                546        140
 Proceeds from dividend reinvestment plan                      303        246
 Purchase of shares for treasury                            (1,659)      (456)
      Net cash provided by (used in) financing activities   52,606    (23,594)

Increase in cash and cash equivalents                       10,052     27,678
Cash and cash equivalents at beginning of year              97,624     93,120
Cash and cash equivalents at end of period                $107,676   $120,798

Supplemental information:
  Income taxes paid                                       $  8,198   $  6,694
  Interest paid                                             29,275     24,727
  Noncash transfers of loans to other real estate              213        969



See accompanying notes to interim consolidated condensed financial statements.

                                Page 3

PART I.   FINANCIAL INFORMATION ... Continued
  
  Item 1.        Financial Statement ... Continued
  
  FIRSTBANK OF ILLINOIS CO. AND SUBSIDIARIES
  
  NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS(unaudited)
  
  June 30, 1996

  1.   The accompanying unaudited interim consolidated condensed financial  
       statements have been prepared in accordance with the instructions to 
       Form 10-Q and, therefore, do not include all of the information and 
       notes required by generally accepted accounting principles for 
       complete consolidated financial statements.  In the opinion of 
       management, all adjustments (consisting of normal recurring accruals) 
       considered necessary for a fair presentation have been included.  For  
       further information, refer to the Company's Annual Report on Form 10-K
       for the year ended December 31, 1995.
  
  2.   On November 30, 1995, the Company acquired Confluence Bancshares
       Corporation (Confluence) and its wholly owned subsidiary, Duchesne 
       Bank (Duchesne).  Duchesne, headquartered in St. Peters, Missouri,  
       operates two banking offices in St. Charles County.  Duchesne had 
       total assets of approximately $82 million on the date of acquisition.  
       The transaction, an exchange of 500,000 shares of Firstbank common 
       stock for all the outstanding common stock of Confluence, was recorded 
       under the pooling-of-interests method of accounting on the date of 
       acquisition.  The consolidated condensed financial statements included 
       herein have been restated to include Confluence's operating results.

  3.   The Company provides long-term variable and fixed rate financing on 
       residential real estate through two of its banking subsidiaries.  
       Originated loans are sold into the secondary market without recourse, 
       with $74,411,000 and $37,960,000 sold during the first six months of 
       1996 and 1995, respectively.  At June 30, 1996 and December 31, 1995, 
       the Company serviced loans aggregating $333,496,000 and $299,041,000,  
       respectively, which were owned by others.

                                Page 4

  Part I.   Financial Information ... Continued
  
  Item 2.   Management's Discussion and Analysis of Financial Condition and 
            Results of Operations (dollars in thousands, except per share data)
  
  General
  
         The acquisition of Confluence Bancshares Corporation was consummated  
         during November of 1995.  The transaction was accounted for as a 
         pooling-of-interests and, accordingly, all previously reported  
         financial information has been restated to reflect its addition.
  
  Consolidated Balance Sheet Analysis

        Total assets at June 30, 1996 were $1,924,980, up $61,686 from
  $1,863,294 at December 31, 1995.  During the first six months of 1996, the  
  Company increased investment securities $47,233 with funding from a $29,662  
  increase in deposits and a $28,618 increase in short-term borrowings.  In 
  addition to investing new funds, investment security maturities of $340,742 
  were also reinvested during the first six months of 1996.
  
        Average earning assets, as a percentage of average total assets,
  decreased slightly in the second quarter of 1996 to 92.03% from 92.22% at 
  December 31, 1995.  The current loan-to-deposit ratio of 75.19% decreased 
  from the year-end level of 76.43% as deposits increased at a faster rate 
  than the loan portfolio in the first half of 1996.
  
       Loan Portfolio

        The Company's banking group operates and substantially all loans
  are made in the states of Illinois and Missouri.  The following table
  presents the composition of the loan portfolio as of June 30, 1996 and
  December 31, 1995:
  
                                 June 30,     % of     December 31,    % of
                                   1996      total         1995       total
  
  
  Commercial, financial
    and agricultural             $284,336    22.87%     $  280,347    22.57%
  
  Real estate - construction       54,551     4.39          56,961     4.58
  Real estate - mortgage          662,147    53.25         663,508    53.41
  
  Installment                     242,326    19.49         241,561    19.44
          Total loans          $1,243,360   100.00%     $1,242,377   100.00%

        The Company manages exposure to credit risk through loan portfolio  
  diversification by customer, industry, and loan type.  Credit risk  
  management also includes pricing loans to cover anticipated future loan 
  losses, funding and servicing cost, and to allow for a profit margin.

        The Company's loan portfolio at June 30, 1996, includes $95,387, or 
  7.7% of the total loan portfolio, in loans related to agribusiness.  Such  
  loans are generally secured by farmland, crops or equipment.  Lending 
  officers of the various subsidiary banks work with their agricultural   
  borrowers in preparing and analyzing cash flow information used in the
  lending decision.

        Firstbank had no concentration of loans to any other industry on
  these dates.  Additionally, the Company has refrained from  financing 
  highly leveraged corporate buy-outs, which management believes would 
  subject Firstbank to an unacceptable level of risk.
  
        The Company is not aware of any loans classified for regulatory
  purposes at June 30, 1996, that are expected to have a material impact
  on the Company's future operating results, liquidity, or capital resources.   
  The Company is not aware of any material credits about which there is 
  serious doubt as to the ability of borrowers to comply with the loan 
  repayment terms.  There are no material commitments to lend additional funds 
  to customers whose loans were classified as nonaccrual at June 30, 1996.

       Reserve For Possible Loan Losses

        The reserve for possible loan losses at June 30, 1996 was 1.49% of 
  outstanding loans as compared to 1.46% at December  31,  1995.  A reserve  
  for possible loan losses that exceeds the level of identified problem loans 
  reflects management's conservative approach by providing for other risks 
  inherent in the portfolio.  Reserves cover 161% of the Company's 
  nonperforming loans at June 30, 1996.

                                Page 5
  
       The following table summarizes average loans outstanding; changes in 
  the reserve for possible loan losses arising from loans charged-off and  
  recoveries on loans previously charged-off, by loan category; and additions 
  to the allowance that have been charged to expense:


                                          Six Months EndedTwelve Months Ended
                                              June 30,        December 31,
                                                1996              1995
        
        Average loans outstanding           $1,223,673          $1,197,959
        
        Reserve at beginning of year        $   18,047          $   18,360
        Provision for possible loan losses       1,434               2,313
        
        Charge-offs:
        Commercial, financial and
          agricultural loans                       622               1,352
        Real estate - mortgage loans               236                 924
        Real estate - construction loans            59                   -
        Installment loans                          681               1,831
                                                 1,598               4,107
        Recoveries:
        Commercial, financial and
          agricultural loans                       161                 439
        Real estate - mortgage loans               118                 507
        Real estate - construction loans            15                   -
        Installment loans                          301                 535
                                                   595               1,481
        Net charge-offs                          1,003               2,626
        
        Reserve at end of period            $   18,478          $   18,047
        
        Net charge-offs to average loans          0.08%               0.22%
        
        
        In determining an adequate balance in the reserve for possible loan 
  losses, management places its emphasis as follows:  evaluation of the loan  
  portfolio with regard to potential future exposure on impaired loans to 
  specific customers and industries; reevaluation of each nonperforming loan
  or loan classified by supervisory authorities;  and an overall review of the 
  remaining portfolio in light of past loan loss experience.  Any problems or 
  loss exposure estimated in these categories was provided for in the total 
  current period reserve.
  
         Loan portfolio quality remains management's top priority.  Management  
  believes the reserve for possible loan losses remains adequate to absorb 
  losses inherent in the consolidated loan portfolio.  Ongoing reviews of the 
  portfolio, coverage ratios, and trends in the reserve and net charge-offs 
  support this belief.

       Nonaccrual, Restructured and Past Due Loans

        Nonperforming loans as a percentage of total loans was 0.92% at 
  June 30, 1996, down slightly from 0.96% at March 31, 1996 and up from
  0.89% at December 31, 1995 .
  
        Nonperforming loans at June 30, 1996 and December 31, 1995 include
  the following:

                                                June 30,        December 31,
                                                  1996              1995
        Commercial, financial and
          agricultural                           $3,670           $ 3,273
        Real estate - construction                  208               327
        Real estate - mortgage                    6,680             6,431
        Installment                                 900               968
            Total                               $11,458           $10,999
        
        Nonaccrual loans (1)                    $ 8,935           $ 8,261
        Loans past due 90 days or more (2)        2,244             2,392
        Restructured loans (3) (4)                  279               346
        Total nonperforming loans               $11,458           $10,999
        
        Nonperforming loans to
          total loans                               .92%              .89%

                                Page 6

       (1)  It is the policy of the Company to periodically review its loans 
            and to discontinue the accrual of interest on any loan for which 
            full collectibility of principal or interest is doubtful.  
            Subsequent interest payments received on such loans are applied to 
            principal if there is any doubt as to the collectibility of such 
            principal;  otherwise, these receipts are recorded as interest 
            income.
        
       (2)  Excludes loans accounted for on a nonaccrual basis.
        
       (3)  Restructured loans are classified as such only until such time as 
            the terms are substantially equivalent to terms on which new loans 
            with comparable risks are being made.  For purposes of this 
            summary, loans renewed on market terms existing at the date of 
            renewal are not considered restructured loans.
        
       (4)  Excludes loans accounted for on a nonaccrual basis and loans 
          contractually past due 90 days or more as to interest or principal 
          payments.

       In the normal course of business, the practice is to consider and act  
  upon borrowers' requests for renewal of loans at their maturity.  Evaluation 
  of such requests includes a review of the borrower's credit history, the 
  collateral securing the loan, and the purpose for such request.  In general,  
  loans which the Company renews at maturity require payment of accrued 
  interest, a reduction in the loan balance, and/or the pledging of additional  
  collateral and a potential adjustment of the interest rate to reflect 
  changes in the economic conditions.
  
     Potential Problem Loans

        As of June 30, 1996, sixteen loan relationships with a total principal 
  balance of approximately $1,670 were identified by management as having 
  possible credit problems that raise doubts as to the ability of the borrowers 
  to comply with the current repayment terms.  While these commercial or 
  commercial real estate borrowers are currently meeting all the terms of the 
  applicable loan agreements, their financial condition has caused management 
  to believe that their loans may result in disclosure at some future time as 
  nonaccrual, past due or restructured.

     Foreign Outstandings

        The Company had no loans to any foreign countries on any of the  dates 
  specified in the tables.

  Liquidity and Interest Rate Sensitivity
  
        Interest rate sensitivity is closely monitored through the Company's 
  asset-liability management procedures.  At the end of this discussion is a 
  table reflecting Firstbank's interest rate gap (rate sensitive assets minus 
  rate sensitive liabilities) analysis at June 30, 1996, individually and  
  cumulatively, through various time horizons.

        At June 30, 1996 and December 31, 1995, the static gap analyses 
  indicated substantial liability sensitivity over a one-year time horizon.  
  Generally, such a position indicates that an overall rise in interest rates 
  would result in an unfavorable impact on the Company's net interest margin, 
  as liabilities would reprice more quickly than assets.  Conversely, the net 
  interest margin would be expected to improve with an overall decline in 
  interest rates.  As savings, NOW and money market accounts are subject to 
  withdrawal on demand, they are presented in the analysis as immediately 
  repriceable.  Based on the Company's experience, pricing on such deposits is 
  not expected to change in direct correlation with changes in the general  
  level of short-term interest rates.  Accordingly, management believes that  
  a gradual increase in the general level of interest rates will not have a 
  material effect on the Company's net interest income.
  
       This traditional method of measuring interest rate risk does not, in  
  management's opinion, adequately assess many of the variables that affect  
  the Company's net interest margin.  As a result Firstbank places more 
  emphasis on the use of simulation analysis.  Using this technique, the  
  impact of various interest rate scenarios on Firstbank's net interest 
  margin are analyzed and management strategies adjusted to maintain the 
  interest margin within certain tolerance ranges.
  
        The Company's simulation analysis evaluates the effect on net
  interest income of alternative interest rate scenarios against earnings in 
  a stable interest rate environment.  At December 31, 1995, the analysis 
  projected net interest income to decrease 2.5% and the net interest margin 
  to contract 11 basis points if the general level of interest rates 
  increased by 2 percentage points over the next 12 months (.50% each 
  quarter).  Conversely, the analysis projected net interest income to 
  increase 2.0% and the net interest margin to expand by 9 basis points if the 
  general level of interest rates fell by 2 percentage points over the next 12 
  months (.50% each  quarter).  The June 30, 1996 simulation analysis, using 
  
                                Page 7

  the assumptions described above, projected net interest income to decrease 
  2.8% and the net interest margin to contract by 13 basis points if rates  
  increase 2 percentage points in the next 12 months.  If rates fall 2 
  percentage points, the net interest income was projected to increase 4.6% 
  and the net interest margin projected to expand 21 basis points.
  
       At the present time, Company management is not aware of any known
  trends, events or uncertainties that will have or are reasonably likely to 
  have a material effect on the Company's liquidity, capital resources or  
  results of operations.  Company management is also unaware of any current 
  recommendations by the regulatory authorities which, if they were to be 
  implemented, would have such an effect.

        The Company has over 92% of its investment portfolio designated as  
  available-for-sale.  The unrealized losses, net of tax, on that portfolio 
  were $1,972 and $343 at June 30, 1996 and December 31, 1995, respectively,  
  and are reflected as a reduction in the equity section of the balance sheet.
  The current unrealized loss, which has increased to approximately .4% of the 
  total available-for-sale market value, is an indication that the aggregate 
  yield remains very close to current market rates.

  Capital Resources

        The Company believes that a strong capital position is vital to
  continued profitability and to promote depositor and investor confidence.  
  The Company's consolidated capital levels are a result of its capital 
  policy which establishes guidelines for each subsidiary based on industry 
  standards, regulatory requirements, perceived risk of the various 
  businesses, and future growth opportunities.
  
        The Company's June 30, 1996 equity-to-asset and tangible equity-to-
  asset ratios were 10.25% and 9.57% and consistent with 10.25% and 9.52% 
  ratios, respectively, at the end of 1995.  The stability in the equity  
  ratios is attributable to the consistent growth in retained earnings and 
  the overall balance sheet in the first half of 1996.  The June 30, 1996  
  equity-to-asset ratio excluding investment security unrealized holding 
  losses is 10.34%.

        At June 30, 1996, the Company and its banking subsidiaries each
  exceed their minimum capital requirements for "well  capitalized" 
  institutions.  Tier 1, Total Capital and Tier 1 Leverage ratios were 14.91%,  
  15.96% and 9.86%, respectively at June 30, 1996.  The minimum capital 
  ratios for "well capitalized" institutions are 6%, 10% and 5% for Tier 1, 
  Total Capital and Tier 1 Leverage ratios, respectively.

        Shareholders' equity represents book value and tangible book value 
  per common share of $19.11 and $17.72, respectively, at June 30, 1996, as 
  compared to $18.47 and $17.02, respectively, at December  31, 1995.

  Consolidated Income Statement Analysis

       Net income for the three months ended June 30, 1996 was $6,916 as
  compared to net income for the corresponding period of 1995 of $6,350.
  The improvement in earnings is attributable to increased net interest
  income and the successful efforts to reduce the Company's net noninterest  
  expense through a combination of increased revenues and various cost  
  reduction measures.  Earnings per share for the three month period was  
  $.66 as compared to the 1995 amount of $.61, an increase of 8.2%.
  
        Net income for the six months ended June 30, 1996 was $13,725 as
  compared  to  net  income  for the corresponding  period  of  1995  of
  $12,539.  The improvement in the Company's six month earnings can also
  be   attributable  to  the  same  interest  and  noninterest  factors.
  Earnings  per share for the six month period was $1.31 as compared  to
  the 1995 amount of $1.20, an increase of 9.2%.
  

       Net Interest Income

       Net interest income for the first six months of 1996 was $38,920, or  
  $982 above the first six months of 1995.  Net interest income for the  
  second quarter of 1996 was $19,557, or $561 above the 1995 quarter.  
  Interest rates have remained relatively stable on the Company's funding 
  while earning asset yields have declined slightly.  Net interest income 
  (on a tax-equivalent basis) as a percentage of average earning assets for 
  the second quarter was 4.57% as compared to 4.67% for the same period a 
  year ago as the average yield on loans declined from 9.04% to 8.94% for the 
  same periods.  Average balance sheets and yields are included for each of 
  those quarters at the end of this discussion.

                                Page 8

       Provision For Possible Loans Losses

       The provision for possible loan losses of $1,434 and $717 for the first  
  six months and second quarter of 1996, respectively, represents an increase  
  from $1,153 and $578 reported in the comparable 1995 periods.  Low 
  nonperforming loan levels, low net charge-offs and strong reserve coverage 
  levels have allowed the Company to maintain a relatively low provision for 
  possible loan losses in 1996.

       Noninterest Income

       Noninterest income for the first six months of 1996 was up 8.8% as  
  compared to the corresponding period in 1995.  Noninterest income in the  
  second quarter of 1996 increased 14.5% from last year largely due to growth  
  in investment services revenues, primarily in the recently expanded public 
  finance area, and increased SBA fee income.  Revenues from investment 
  services reported an increase of $305, or 70% in the second quarter and $445, 
  or 54% in the first six months of 1996 compared to the same 1995 periods.
  
       The Company also provides long-term variable and fixed rate financing  
  on residential real estate through two of its banking subsidiaries.  
  Originated loans are typically sold into the secondary market without  
  recourse while continuing to service the loans for investors.  The Company 
  periodically sells off loan servicing.  Income from mortgage lending 
  activities also increased 31% in the first half of 1996 compared to the 
  prior year period.
  
       Noninterest Expense

       Noninterest expense declined 1.7% for the first six months of 1996  
  compared to the same period of 1995.  Noninterest expense increased 1.1% 
  for the current quarter of 1996 as compared with the second quarter of 1995.  
  Current year expense reductions have resulted from a further reduction in 
  deposit insurance premiums paid during 1996 as compared to the same period a 
  year ago.  Continuing cost containment efforts have resulted in other 
  expense accounts remaining relatively flat.

       Income Taxes

       Income taxes of $7,767 and $3,952 for the first six months and current 
  quarter of 1996 exceeded the corresponding 1995 period amounts by 12.6% and 
  13.1%, respectively.  The primary differences between the two years were 
  higher pre-tax earnings and lower levels of tax-exempt interest income in 
  the current year.  The Company's effective tax rate for the second quarter 
  of 1996 was 36.4% as compared to 35.5% in the same period of 1995.
  
  EFFECT OF NEW ACCOUNTING STANDARDS
  
       Effective January 1, 1996, the Company adopted Statement of Financial 
  Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived  
  Assets and for Long-Lived Assets to be Disposed of" ("SFAS 121").

       SFAS 121 provides guidance for recognition and measurement of 
  impairment of long-lived assets, certain identifiable intangibles, and
  goodwill related both to assets to be held and used and assets to be
  disposed of.  The statement requires entities to perform separate
  calculations for assets to be held and used to determine whether recognition 
  of an impairment loss is required and, if so, to measure impairment.  If the  
  sum of the expected future cash flows, undiscounted and without interest 
  charges, is less than the asset's carrying amount, an impairment loss can be 
  recognized.  If the sum of the expected future cash flows is more than the 
  asset's carrying amount, an impairment loss cannot be recognized.  
  Measurement of an impairment loss is based on the fair value of the asset.   
  SFAS 121 also requires long-lived assets and certain identifiable intangibles
  to be disposed of to be reported at the lower of carrying amount or fair 
  value less cost to sell.

       As of the adoption date of January 1, 1996, the Company had no long-
  lived assets considered impaired, certain identifiable intangibles, and 
  goodwill related to assets to be held and used and for long-lived assets 
  and certain identifiable intangibles to be disposed of.
  
       Effective January 1, 1996, the Company adopted Statement of Financial  
  Accounting Standards No. 123, "Accounting for Stock-Based Compensation" 
  ("SFAS 123").

       SFAS 123 provides guidance for accounting and reporting standards 
  for stock-based employee compensation plans.  SFAS 123 defines a fair 
  value based method of accounting for an employee stock option or 
  similar equity instrument and encourages all entities to adopt that 
  method of accounting for all of their employee stock compensation 
  plans.  However, it also allows an entity to continue to measure 
  compensation cost for those plans using the intrinsic value based 
  method of accounting prescribed by APB Opinion No. 25, Accounting for 
  
                                Page 9

  Stock Issued to Employees.  Entities electing to remain with the accounting 
  in Opinion 25 must make pro forma disclosures of net income and, if 
  presented, earnings per share, as if the fair value based method of 
  accounting defined in SFAS 123 and been applied.  Under the fair value 
  based method, compensation cost is measured at the grant date on the value 
  of the award and is recognized over the service period, which is usually 
  the vesting period.  Under the intrinsic value based method, compensation 
  cost is the excess, if any, of the quoted market price of the stock at 
  grant date or other measurement date over the amount an employee must pay 
  to acquire the stock.  Most fixed stock option plans, including the 
  Company's stock option plan, have no intrinsic value at grant date, and  
  under Opinion 25 no compensation cost is recognized.

       The Company has elected to continue to use the intrinsic value
  based method of accounting.

  
  EFFECTS OF INFLATION
  
       Persistent high rates of inflation can have a significant effect on 
  the reported financial condition and results of operations of all 
  industries.  However, the asset and liability structure of a bank holding  
  company is substantially different from that of an industrial company, in  
  that virtually all assets and liabilities of a bank holding  company are  
  monetary in nature.  Accordingly, changes in interest rates also have a 
  significant impact on a bank holding company's performance.  Interest rates 
  do not necessarily move in the same direction, or in the same magnitude, as 
  the prices of other goods and services.
  
       Inflation does have an impact on the growth of total assets in the  
  banking industry, often resulting in a need to increase equity capital at 
  higher than normal rates to maintain an appropriate equity to assets ratio.
  
       Although it is obvious that inflation affects the growth of total
  assets, it is difficult to measure the impact precisely.  Only new assets  
  acquired in each year are directly  affected, so a simple adjustment of  
  asset totals by use of an inflation index is not meaningful.  The results 
  of operations also have been affected by inflation, but again there is no 
  simple way to measure the effect on the various categories of income and 
  expense.
  
       Interest rates in particular are significantly affected by inflation,  
  but neither the timing nor the magnitude of the changes coincides with 
  changes in standard measurements of inflation such as the consumer price 
  index.  Additionally, changes in interest rates on some types of consumer 
  deposits may be delayed.  These factors in turn affect the composition of 
  sources of funds by reducing the growth of deposits that are less interest 
  sensitive and increasing the need for funds that are more interest 
  sensitive.

                                Page 10

Part I.  Financial Information
<TABLE>
Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations...continued

FIRSTBANK OF ILLINOIS CO. AND SUBSIDIARIES
INTERIM CONSOLIDATED CONDENSED AVERAGE BALANCE SHEETS (Unaudited)
(in thousands of dollars)
<CAPTION>

                                                 Three Months Ended             Three Months Ended
                                                   June 30, 1996                  June 30, 1995
                                                       Interest  Average              Interest  Average
                                            Average    Income/   Yield/    Average    Income/   Yield/
                                            Balance    Expense   Rate      Balance    Expense   Rate
<S>                                       <C>          <C>       <C>     <C>          <C>       <C>
ASSETS
Earning assets:
  Loans                                   $1,224,883   $27,232   8.94%   $1,190,179   $26,818   9.04%
  Investment securities:
    Taxable                                  452,291     6,272   5.58       385,968     5,272   5.48
    Nontaxable                                32,903       686   8.38        43,106       905   8.42
  Short-term investments                      33,499       451   5.41        41,252       663   6.45
      Total earning assets                 1,743,576    34,641   7.99     1,660,505     33,658  8.13

Nonearning assets:
  Cash and due from banks                     80,892                         67,845
  Premises and equipment                      41,633                         43,039
  Reserve for possible loan losses           (18,484)                       (18,494)
  Other assets                                46,927                         45,670
      Total nonearning assets                150,968                        138,060

      Total assets                        $1,894,544                     $1,798,565

LIABILITIES
Interest-bearing liabilities:
Interest-bearing deposits:
  Savings, NOW and money market
    accounts                              $  618,066   $ 4,091   2.66%   $  609,888    $ 3,938    2.59%
  Time deposits                              760,537    10,216   5.40       719,274      9,755    5.44
Federal funds purchased and
   securities sold under repurchase
   agreements                                 43,397       521   4.83        30,903        419    5.44
Other short-term and long-term
   borrowings                                    448         9   8.08        10,856        216    7.98
     Total interest-bearing liabilities    1,422,448    14,837   4.20     1,370,921     14,328    4.19

Noninterest-bearing deposits                 257,472                        235,693
Other liabilities                             19,111                         16,196

Total liabilities                          1,699,031                      1,622,810

SHAREHOLDERS' EQUITY                         195,513                        175,755

Total liabilities and
  shareholders' equity                    $1,894,544                     $1,798,565   

Net interest income/net yield
   on earning assets                                   $19,804   4.57%                 $19,330    4.67%
</TABLE>

                                Page 11

Part I.  Financial Information
<TABLE>
Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations...continued

FIRSTBANK OF ILLINOIS CO. AND SUBSIDIARIES
INTERIM CONSOLIDATED INTEREST RATE GAP ANALYSIS (Unaudited)
(in thousands of dollars)
<CAPTION>
                                                             June 30, 1996
                                                   Remaining Maturity if Fixed Rate;
                                         Earliest Possible Repricing Interval if Floating Rate



                                            3         Over 3      Over 1
                                          months      months -    year -      Over
                                            or          12          5           5
                                           less       months      years       years      Total
<S>                                    <C>         <C>         <C>         <C>         <C>
INTEREST-EARNING ASSETS
Loans                                  $ 405,436   $ 270,099   $ 522,400   $  41,225   $1,239,160
Investment securities                     28,649     118,864     341,846      14,793      504,152
Other interest-earning assets              8,481        -           -           -           8,481
Total interest-earning assets          $ 422,566   $ 388,963   $ 864,246   $  56,018   $1,751,793

INTEREST-BEARING LIABILITIES

Savings, NOW, Money Markets            $ 618,094   $    -      $    -      $    -      $  618,094
Time deposits over $ 100,000              75,034      33,515      38,555        -         147,104
All other time deposits                  137,890     324,741     148,265         107      611,003
Nondeposit interest-bearing
   liabilities                            62,153       1,853        -           -          64,006
Total interest-bearing liabilities     $ 893,171   $ 360,109   $ 186,820   $     107   $1,440,207


GAP by Period                          $(450,605)  $  28,854   $ 677,426   $  55,911   $  311,586

Cumulative GAP                         $(450,605)  $(421,751)  $ 255,675   $ 311,586   $  311,586
</TABLE>

NOTE:  Loans scheduled to reprice are reported in the earliest possible 
       repricing interval for this analysis.

                                Page 12
                                       
                        PART II.  OTHER INFORMATION


Item 4.   Submission of Matters to a Vote of Security Holders

          None

Item 6.   Exhibits and Reports on Form 8-K:

          None


          A.   Exhibit 11

                                Page 13

                               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 duly authorized.


     Firstbank of Illinois Co.

By:  /s/ Chris R. Zettek
     Executive Vice President and
     Chief Financial Officer

     Date: August 14, 1996

                                Page 14

Exhibit 11

FIRSTBANK OF ILLINOIS CO.
<TABLE>
Computation of Net Earnings per Common Share
<CAPTION>
                                       Six Months Ended          Three Months Ended
                                           June 30,                    June 30,
                                      1996          1995          1996          1995
<S>                               <C>           <C>           <C>           <C>
Net Income                        $13,725,000   $12,539,000   $ 6,916,000   $ 6,350,000


Weighted average common
  shares outstanding               10,337,118    10,332,876    10,337,361    10,335,068

Plus weighted average
  common share equivalents:
   Assuming exercise of
     employee stock options           162,327       144,624       159,849       149,868

Weighted average common shares
  and common share equivalents
  outstanding                      10,499,445    10,477,500    10,497,210    10,484,936


Net earnings per common share     $      1.31   $      1.20   $      0.66   $      0.61
</TABLE>

                                Page 15





<TABLE> <S> <C>

<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                           99195
<INT-BEARING-DEPOSITS>                            1196
<FED-FUNDS-SOLD>                                  7206
<TRADING-ASSETS>                                    79
<INVESTMENTS-HELD-FOR-SALE>                     465115
<INVESTMENTS-CARRYING>                           39037
<INVESTMENTS-MARKET>                             40743
<LOANS>                                        1239160
<ALLOWANCE>                                      18478
<TOTAL-ASSETS>                                 1924980
<DEPOSITS>                                     1647931
<SHORT-TERM>                                     64006
<LIABILITIES-OTHER>                              15742
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                         10352
<OTHER-SE>                                      186949
<TOTAL-LIABILITIES-AND-EQUITY>                 1924980
<INTEREST-LOAN>                                  54529
<INTEREST-INVEST>                                13338
<INTEREST-OTHER>                                   987
<INTEREST-TOTAL>                                 68854
<INTEREST-DEPOSIT>                               28947
<INTEREST-EXPENSE>                               29934
<INTEREST-INCOME-NET>                            38920
<LOAN-LOSSES>                                     1434
<SECURITIES-GAINS>                                   9
<EXPENSE-OTHER>                                  27077
<INCOME-PRETAX>                                  21492
<INCOME-PRE-EXTRAORDINARY>                       21492
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     13725
<EPS-PRIMARY>                                     1.31
<EPS-DILUTED>                                     1.31
<YIELD-ACTUAL>                                    4.57
<LOANS-NON>                                       8935
<LOANS-PAST>                                      2244
<LOANS-TROUBLED>                                   279
<LOANS-PROBLEM>                                   1670
<ALLOWANCE-OPEN>                                 18047
<CHARGE-OFFS>                                     1598
<RECOVERIES>                                       595
<ALLOWANCE-CLOSE>                                18478
<ALLOWANCE-DOMESTIC>                             18478
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                          10728
        

</TABLE>


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