UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

                                (AMENDMENT NO. 1)

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1999

                         Commission file number 0-13393

                             AMCORE FINANCIAL, INC.

         NEVADA                                            36-3183870
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                        Identification No.)

                  501 Seventh Street, Rockford, Illinois 61104
                         Telephone Number (815) 968-2241


           Securities Registered Pursuant to Section 12(g) of the Act:
                          Common Stock, $.22 par value
                          Common Stock Purchase Rights

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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
   X   Yes        No
  ---         ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
           ----

As of March 15, 2000, 27,098,080 shares of common stock were outstanding and the
aggregate market value of the shares based upon the average of the bid and asked
price held by non-affiliates was approximately $456,740,000.

                      Documents Incorporated by Reference:

Portions of the 2000 Notice of Annual Meeting and Proxy Statement are
incorporated by reference into Part III of the Form 10-K.



<PAGE>


                                     PART II

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The following auditors' report with respect to the Company's financial
statements for the year ended December 31, 1997 was inadvertently omitted from
the Form 10-K filing dated March 24, 2000.


                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
   AMCORE Financial, Inc.
   Rockford, Illinois

      We have audited the accompanying consolidated statements of income,
stochholders' equity, and cash flows of AMCORE Financial, Inc. and subsidiaries
for the year ended December 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

      We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free from
material misstatement. An audit includes examining, on test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

      In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the results of operations and cash
flows  of AMCORE Financial, Inc. and subsidiaries for the year ended December
31, 1997, in conformity with generally accepted accounting principles.

McGladrey & Pullen, LLP

Rockford Illinois
January 19, 1998





<PAGE>


                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)1.    FINANCIAL STATEMENTS

         The following Auditors' Report is being filed as a part of this
document under Item 8. Financial Statements and Supplementary Data.

         Independent Auditors' Report of McGladrey & Pullen, LLP. for the
         year ended December 31, 1997



<PAGE>


                                    SIGNATURE


         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Rockford, State of Illinois, on this 4th day of April 2000.


                                AMCORE Financial, Inc.




                                By: /s/ John R. Hecht
                                    ----------------------------------
                                    John R. Hecht
                                    Executive Vice President and
                                    Chief Financial Officer