CASTLE BANCGROUP INC
8-K, 1999-04-29
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) April 29, 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 Press Release issued by the
   Registrant on April 29, 1999, attached as Exhibit 99, providing 
   information concerning the Registrant's approval of a 2-for-1
   stock split of its outstanding Common Stock in the form of a 100%
   stock dividend.

   Item 7.   Financial Statements and Exhibits

        (a)  Exhibit

        Exhibit 99 - Press Release dated April 29, 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:  April 29, 1999                     By:  /s/ Dewey R. Yaeger
                                                  ---------------------
                                             Dewey R. Yaeger
                                             President and Chief
                                             Operating Officer 
<PAGE>

                                 EXHIBIT INDEX
                                 -------------

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

   99                            Press Release dated April 29, 1999










                                                             EXHIBIT 99
                                                             ----------



                                      For more information, contact:

                                      John  W. Castle
                                      Chairman and Chief Executive Officer
                                      815-758-7007
                                           or
                                      Thomas D. Young
                                      Senior Vice President
                                      815-758-7007

   DeKalb, Illinois
   April 29, 1999


           CASTLE BANCGROUP, INC. DECLARES TWO-FOR-ONE STOCK SPLIT
           -------------------------------------------------------


   Castle BancGroup, Inc. announced today that its Board of Directors
   approved a two-for-one stock split of the company's common stock in
   the form of a 100% stock dividend.

   The dividend shares will be issued on May 20th to shareholders of
   record on May 10th.

   "Today's announcement is another significant step for our company and
   is a reflection of our confidence in Castle BancGroup's long-term
   growth potential and financial strength," said John W. Castle,
   Chairman and Chief Executive Officer.  "This stock split is evidence
   of our commitment to the company's primary mission, which is to
   consistently increase shareholder value," he added.

   The Board also approved a cash dividend on the common stock of $0.07
   per share on a post-split basis ($0.14 per share on a pre-split
   basis), payable June 30, 1999, to shareholders of record on June 14,
   1999.

   Castle BancGroup, Inc. currently has approximately 2,175,400 shares
   outstanding.

   Castle BancGroup, Inc. is a multi-bank holding company, which is
   headquartered in DeKalb, Illinois and has four subsidiary community
   banks: First National Bank in DeKalb/Sycamore (with four locations),
   Castle Bank N.A. (formerly The Sandwich State Bank, with four
   locations), Castle Bank Harvard, N.A. (with two locations), and The
   Bank of Yorkville (with one location).  The company also owns CasBanc
   Mortgage, Inc., a mortgage banking firm, with ten locations in
   Chicago, the Chicago suburbs, Merrillville, Indiana and St. Louis,
   Missouri.











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