CENTRAL ILLINOIS FINANCIAL CO INC
8-K, 1996-08-20
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               SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C.  20549



                            FORM 8-K
                        AMENDMENT NO. 2


                         CURRENT REPORT

               Pursuant to Section 13 or 15(d) of
               the Securities Exchange Act of 1934



Date of Report                                    JULY 30, 1996
(Date of earliest event reported)


              CENTRAL ILLINOIS FINANCIAL CO., INC.
     (Exact name of Registrant as specified in its charter)


                            DELAWARE
         (State or other jurisdiction of incorporation)


        33-90342                                37-1338484
(Commission File Number)                     (I.R.S. Employer
                                          Identification Number)



100 WEST UNIVERSITY AVENUE, CHAMPAIGN, ILLINOIS                     61820
    (Address of principal executive offices)                      (Zip Code)



                         (217) 351-6500
      (Registrant's telephone number, including area code)
<PAGE>



ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

On  August  6,  1996,  Central  Illinois  Financial  Co.,  Inc., a Delaware
corporation  (the  "Company")  filed  a  Form  8-K with the Securities  and
Exchange  Commission  providing  information  under  Item  4  of  Form  8-K
regarding  its  retention of McGladrey & Pullen,  LLP  as  its  independent
auditors for the fiscal year ending December 31, 1996, to replace KPMG Peat
Marwick LLP, the  previous auditors of the Company.  On August 9, 1996, the
Company filed Amendment  No. 1 to the Form 8-K to correct a technical error
in the EDGAR coding of the originally filed Form 8-K.  This Amendment No. 2
is being filed to provide  the  letter  from KPMG Peat Marwick LLP required
under Item 4 of Form 8-K and Items 304(a)(3)  and  601(b)(16) of Regulation
S-K.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

     (c)  EXHIBITS.

          (16) Letter  of  KPMG  Peat  Marwick  LLP  regarding   change  in
               certifying accountant
<PAGE>


                            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 hereunto duly authorized.



                         CENTRAL ILLINOIS FINANCIAL CO., INC.
                         (Registrant)



Dated:  August 20, 1996
                         David B. White
                         Executive Vice President and
                         Chief Financial Officer

<PAGE>



KPMG Peat Marwick LLP




August 13, 1996



Office of the Chief Accountant
SECPS Letter Files
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, DC 20549

Ladies and Gentlemen:

     We  were  previously  principal  accountants   for   Central  Illinois
Financial  Co.,  Inc.  (CIFCI)  and,  under the date of March 1,  1996,  we
reported  on  the consolidated financial  statements  of  Central  Illinois
Financial Co.,  Inc. and subsidiaries as of and for the year ended December
31,  1995.   We also  reported  on  the  combination  of  the  consolidated
financial statements  as  of  December  31, 1994 and for the two years then
ended,  after  restatement  for  the 1995 pooling  of  interests.   We  had
previously   reported   on  the  consolidated   financial   statements   of
BankIllinois Financial Co.  and  subsidiary as of December 31, 1994 and for
the two years then ended, prior to  their  restatement for the 1995 pooling
of interests.  On July 30, 1996, our appointment  as  principal accountants
was terminated.  We have read CIFCI's statements included  under  Item 4 of
its Form 8-K dated July 30, 1996, and we agree with such statements, except
that:

     i.   we are not in a position to agree or disagree with CIFCI's stated
          reason for changing principal accountants,

     ii.  we  are  not  in  a  position  to  agree or disagree with CIFCI's
          statement that the change was recommended  and  approved  by  the
          Audit Committee, and

     iii. we  are not in a position to agree or disagree with the statement
          that  McGladrey  & Pullen, LLP was not consulted regarding either
          the  application  of   accounting   principles   to  a  specified
          transaction or the type of audit opinion that might  be  rendered
          on CIFCI's consolidated financial statements.

Very truly yours,


/s/ KPMG Peat Marwick LLP



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