CASTLE BANCGROUP INC
8-K, 1999-01-06
STATE COMMERCIAL BANKS
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                      SECURITIES & 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) January 6, 1999
       -----------------------------------------------------------------


                           CASTLE BANCGROUP, INC.
                           ----------------------
           (Exact Name of registrant as specified in its charter)


                                  Delaware
                                  --------
               (State or other jurisdiction of incorporation)

   0-25914                                           36-3238190
   ------------------------                          --------------------
   (Commission File Number)                          (IRS Employer
                                                     Identification No.)

   121 W. Lincoln Hwy. DeKalb, Il.    60115
   -----------------------------------------
   (Address including zip code of Principal Executive Offices)


   Registrant's telephone number, including area code (815) 758-7007
                                                      --------------<PAGE>





   Item 5.   Other Events

   Incorporated by reference is a letter to stockholders sent by the
   Registrant on January 6, 1999, attached as Exhibit 99, providing 
   information concerning the Registrant's payment of its semi-annual 
   dividend and related matters.

   Item 7.   Financial Statements and Exhibits

        (a)  Exhibit

        Exhibit 99 - Letter to Stockholders dated January 5, 1999

   SIGNATURE

        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.


                                           CASTLE BANCGROUP, INC.



   Date:  January 6, 1999                    By:  /s/ Micah R. Bartlett
                                                  ---------------------
                                             Micah R. Bartlett
                                             Chief Accounting Officer and
                                             Controller<PAGE>
                                 EXHIBIT INDEX
                                 -------------

   Exhibit
   Number                        Description
   -------                       -----------

   99                            Letter to Stockholders dated January 5, 1999





   January 5, 1999



   To Our Shareholders:

          1998 was a very good year for Castle BancGroup, Inc. and we
          will report record earnings.  I am pleased to advise you that
          the Board of Directors has increased the dividend from $0.12
          to $0.14 per share payable January 5, 1999, to shareholders of
          record on December 28, 1998.  The enclosed dividend check
          marks the 54th consecutive year in which the Company has paid
          shareholders a cash dividend.

          Castle BancGroup, Inc. common stock was listed in the  pink
          sheets  by our market maker, ABN-AMRO, under the symbol  CTBG  in
          June, 1998, with initial trades occurring at $26.50 per share and
          closing at $31.00 per share at year-end.  Information concerning
          the sale or purchase of Company shares can be obtained by
          contacting Brian Foster at ABN-AMRO, Chicago (312-855-6608 or
          800-621-0686), or Flagg Baum at Wayne Hummer Investments LLC,
          Chicago (312-431-1700 or 800-621-4477). 

          We are pleased with the progress the Company has made during the
          past year as it has grown in total assets, profitability, and
          shareholder value.  We thank our customers and our staff for
          making 1998 the most successful year in our history.  

          Sincerely,

          /s/ John W. Castle

          John W. Castle
          Chairman and Chief Executive Officer







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