==============================================================================


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



                                 FORM 10-K/A

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

                 For the fiscal year ended December 31, 1997


                        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 16, 1998, 27,130,467 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
$705,392,000.





==============================================================================
<PAGE>

                            AMCORE FINANCIAL, INC


    The undersigned registrant hereby amends the following items of its Annual
Report on Form 10-K for the fiscal year ended DECEMBER 31, 1997 as set forth
on the pages attached hereto:

     PART II.   ITEM 8.        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
     PART IV.   ITEM 14.       EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
                               REPORTS ON FORM 8-K


    Pursuant to the requirements 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.


                                                AMCORE FINANCIAL, INC.





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



                                      2
<PAGE>

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    Pursuant to General Instruction F to Form 10-K and Rule 15(d)-21 under the
Securities Exchange Act of 1934, the financial statements required by Form
11-K with respect to the AMCORE Financial Security Plan are furnished as part
of the AMCORE Financial, Inc. Annual Report on Form 10-K for the fiscal year
ended December 31, 1997. As permitted by the rules with respect to Form 11-K,
plan financial statements for the AMCORE Financial Security Plan are furnished
in accordance with the financial reporting requirements of the Employee
Retirement Income Security Act of 1974, as amended (ERISA).


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

LIST OF EXHIBITS
                                                                   Page
                                                                   ----
     Exhibit 23.  Consents of Experts and Counsel           F-15 of Exhibit 99

     Exhibit 99.  Additional Exhibit:

     Pursuant to Rule 15(d)-21 of the Securities Exchange Act of 1934,
     information, financial statements and exhibits required in Form
     11-K with respect to:

                                                                   Page
                                                                   ----
            (1)   AMCORE Financial Security Plan                     4













                                      3