SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-A
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FIRST ENTERPRISE FINANCIAL GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
ILLINOIS 36-3688499
(State of Incorporation (IRS Employer Identification No.)
or Organization)
500 DAVIS STREET, SUITE 1005 60201
EVANSTON, ILLINOIS (zip code)
(Address of principal executive
offices)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS Name of Each Exchange on Which
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF
THE ACT:
Common Stock, par value $.01 per share
<PAGE>
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED
The description of the common stock to be
registered hereunder set forth under the caption
"Description of Capital Stock" in the preliminary
prospectus constituting a part of Amendment No. 3
to the Registrant's Registration Statement
(Registration No. 33-80217) filed with the
Commission on June 21, 1996, is hereby incorporated
herein by reference.
Item 2. EXHIBITS
The securities described herein are to be
registered on The Nasdaq National Market, on which
no other securities of the Registrant are
registered. Accordingly, the following exhibits
required in accordance with Part II to the
Instructions as to exhibits on Form 8-A have been
duly filed with the Nasdaq National Market, but are
neither filed with, nor incorporated by reference
in, copies of this form to be filed with the
Securities and Exchange Commission.
NUMBER DESCRIPTION
1 Copy of Amendment No. 3 to the Registrant's
Registration Statement on Form S-1 (No. 33-80217).
4.1 Articles of Incorporation of First Enterprise Financial
Group, Inc.
4.2 By-Laws of First Enterprise Financial Group, Inc.
5 Specimen of Common Stock Certificate of First
Enterprise Financial Group, Inc.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
FIRST ENTERPRISE FINANCIAL GROUP, INC. (Registrant)
By: /s/ Michael P. Harrington
Michael P. Harrington
CHAIRMAN OF THE BOARD AND PRESIDENT
Date: July 11, 1996
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
*1 Copy of Amendment No. 3 to the
Registrant's Registration
Statement on Form S-1 (No. 33-
80217).
*4.1 Articles of Incorporation of
First Enterprise Financial
Group, Inc.
*4.2 Bylaws of First Enterprise
Financial Group, Inc.
*5 Specimen Common Stock
Certificate of First
Enterprise Financial Group,
Inc.
* These exhibits are neither filed with, nor incorporated by reference
in, the copies of the registration statement to be filed with the
Securities and Exchange Commission in reliance upon Part II to
Instructions as to exhibits to Form 8-A.
