Federal Reserve Bank of Richmond

Notice Only

Licats jod Endi

Triangle Bank, Raleigh, North

Carolina, to acquire eight branches

of United Carolina Bank, Whiteville,

North Carolina, and two branches of

Branch Banking and Trust Company,

Winston-Salem, North Carolina.* 6-26-97

First Virginia Bank of Tidewater,
Norfolk, Virginia, to establish a
branch inside the Wal-Mart Super-
Center at 1200 North Main Street,
Suffolk, Virginia.* 6-26-97

None.

None.

Section IV - Application Not Subject to
Federal Register Notice or Newspaper Notice

Li .

Abbeville Capital Corporation,
Abbeville, South Carolina, to
become a bank holding company
through the acquisition of 100%
of the voting shares of The Bank
of Abbeville, Abbeville, South
Carolina.

*Application is subject to CRA requirements.



KANSAS CITY RESERVE BANK APPLICATIONS AND REPORTS RECEIVED
During the week ending May 30, 1997

APPLICATION COMMENT PERIOD ENDING DATE

John B. Bedene, Bruce Fowler Bedene, Becky June 18, 1997
Suzanne Bualle, and Barry William Bedene, as co-
trustees of the Trust Estate established by the Will of
John H. Bedene, Deceased, all of Arma, Kansas; for
prior acquire to acquire 51 percent of the voting shares
of Bedene Insurance Agency, Inc., Arma, Kansas, and
thereby indirectly acquire The First State Bank, Arma,
Kansas.*

John C. Sullivan, Livingston, Montana; for prior June 17, 1997
approval to acquire an additional 4.40 percent, fora

total of 33.34 percent, of the voting shares of

Northeastern Wyoming Bank Corporation, Newcastle,

Wyoming, and thereby indirectly acquire First State

Bank of Newcastle, Newcastle, Wyoming.*

First National Bancshares of Gallatin, Inc., Gallatin, June 27, 1997
Missouri; for prior approval to become a bank holding

company by acquiring 100 percent of the voting shares

of Interim First National Bank of Gallatin, Gallatin,

Missouri, which will be merged with First National

Bank of Gallatin, Gallatin, Missouri.*

Representative and Jon M. Moyer, Co-Trustee and
Co-Personal Representative, to increase ownership of
the voting shares of Madison Bancshares, Inc.,
Madison, Nebraska, from 33.3 percent to 46.6

. George H. Moyer, Jr., Co-Trustee and Co-Personal Not Available
| percent.*
|



RESERVE BANK APPLICATIONS BULLETIN ______ For week ending May 30, 1997

FEDERAL RESERVE BANK OF ST. LOUIS

1X - APP!
Application End of Comment Period
None.
SECTION II - APPLICATIONS SUBJECT TO BOTH
E PER D) IST! I
Application End of Comment Period

* Section 3(a)(3) notification by Simmons First

National Corporation, Pine Bluff, Arkansas, to

acquire First Bank of Arkansas, Searcy, Arkansas,

and First Bank of Arkansas, Russellville, Arkansas. Federal Register: 6-27-97

* Section 3(a)(5) notification by First United
Bancshares, Inc., El Dorado, Arkansas, to acquire
Fredonia Bancshares, Inc., Nacogdoches, Texas. Newspaper: 6-22-97

Change in control notification involving Nashoba
Bankshares, Inc., Memphis, Tennessee, by Waymon

H. Welch, Jr. N/A
= T. 13}
None.
TION IV - APPLICATI T NOT
OR NEWSPAPER NOTICE
licati EndofC Peri
None.

* This notification is subject to CRA.



SECTION V_- AVAILABILI F_ CRA PUBLIC EVALUATI
FOR THE WEEK OF MAY 27, 1997

Outstanding record of meeting community credit needs.

An institution in this group has an outstanding record of, and is a
jeader in, ascertaining and helping to meet the credit needs of its
entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and
capabilities.

Satisfactory record of meeting community credit needs.

An institution in this group has a satisfactory record of ascertaining
and helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent
with its resources and capabilities.

Needs to Improve record of meeting community credit needs.

An institution in this group need to improve its overall record of
ascertaining and helping to meet the credit needs of its entire
delineated community, including low- and moderate-income neighborhoods,
in a manner consistent with its resources and capabilities.

Substantial Noncompliance in meeting community credit needs.

An institution in this group has a substantially deficient record of
ascertaining and helping to meet the credit needs of its entire
delineated community, including low- and moderate-income neighborhoods,
in a manner consistent with its resources and capabilities.

Date of
Bank xamination CRA Rating

Minden Bank & Trust Company

401 Main Street

P.O. Box 400

Minden, Louisiana

188551 96/08/12 Satisfactory



FEDERAL RESERVE BANK OF NEW YORK

SECTION I
Applications Subject to Newspaper
—_—Notice Only __

None.

TION I

Applications Subject to Both
Newspaper and Federal Register Notice

Application by MSB Holding Company, a proposed New Jersey

mutual holding company, and its subsidiary, MSB Financial Inc.,

a proposed New Jersey stock holding company, both of Wall Township,
New Jersey, to acquire 100 percent of the shares of common stock

of Manasquan Savings Bank, Wall Township, New Jersey, a New Jersey
stock savings bank and the proposed successor to Manasquan Savings
Bank, a New Jersey mutual savings bank.1/

SECTION HI
Nonbanking Applications
subject to Fe Register Notice
None.
SECTION IV
Applications Not Involving
Public Comment
None.

SECTION V
Availability of CRA Public Evaluations

In connection with the assessment of each insured depository institution's
CRA performance, a rating is assigned from the following group:

Outstanding record of meeting community credit needs.

An institution in this group has an outstanding record of, and

is a leader in, ascertaining and helping to meet the credit

needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.

Comment Period

NA


Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Security Bancshares,
Inc.,
Scott City, KS

Security State
Corporation,
Centralia, WA

Shorebank Corporation,
Chicago, IL

Simmons First National
Corporation,
Pine Bluff, AR

South Branch Valley
Bancorp, Inc.,
Moorefield, WV

Southeast Bancorp, Inc.,
Corbin, KY

Southerland Family
Limited Partnership,
Batesville, AR

Southern Security
Financial Corporation,
Hollywood, FL

Intra Financial Corp., and
Exchange Bank of Clyde,
Clyde, KS; Farmers State
Bancshares

of Sabetha, Inc., Sabetha,
KS; Farmers

State Bank, Sabetha, KS;
Peoples Bancorp of
Belleville, Inc., and Peoples
Bank of

Belleville, Belleville, KS

Security State Bank,
Centralia, WA

Shorebank Pacific Corp.,
Ilwaco, WA;

ShoreTrust Bank,

Seattle, WA

ShoreTrust Trading Group,
Inc., investment advice

(b)(6)

First Bank of Arkansas,
Russellville, AR, and
First Bank of Arkansas,
Searcy, AR

Capital State Bank, Inc.,
Charleston, WV

First Bank of East
Tennessee, National
Association,

La Follette, TN

Citizens Bancshares of
Batesville, Inc.,
Batesville, AR

Southern Security Bank
Corporation,

Hollywood, FL;

Southern Security Bank of
Hollywood,

Hollywood, FL

3

CIBC

Kansas City

San Francisco

Chicago

St. Louis

Richmond

Cleveland

St. Louis

Atlanta

June 20, 1997

June 9, 1997

May 17, 1997

June 27, 1997

May 23, 1997

April 4, 1997

May 15, 1997

April 10, 1997



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

Criswell, Thomas E.,
Ada, OK;

Horne, Bill J., Sr.,
Ada, OK;

Howard, C.B.,

Ada, OK;
Thompson, Richard J.,
Oklahoma City, OK;
Wall, James N.,
Shawnee, OK,

all as co-trustees,

Crites, John William,
Petersburg, WV

Cumberland Bancorp,
Inc.,
Carthage, TN

Dartmouth Capital
Group, Inc.,

Huntington Beach, CA;
Dartmouth Capital
Group, L.P., Huntington
Beach, CA; Commerce
Security Bancorp, Inc.,
Huntington Beach, CA;
and SDN Bancorp, Inc.,
Encinitas, CA

Deer, Charlie,
Monroeville, AL

Deutsche Bank, AG
(Main)

Federal Republic of
Germany

First Ada Bancshares, Inc., CIBC
Ada, OK;

First National Bank and

Trust Company,

Ada, OK

South Branch Valley CIBC
Bancorp, Inc.,

Moorefield, WV, and South

Branch Valley National

Bank of Moorefield,

Moorefield, WV

The Bank of Mason, 3
Mason, TN

Eldorado Bancorp, 3
Irvine, CA;

Eldorado Bank,

Tustin, CA.

First Citizens Bancorp, Inc., CIBC
Monroeville, AL

First Citizens Bank of

Monroe County,

Monroeville, AL

Ganis Credit Corporation, 4
‘Newport Beach, CA,
lending (b)(1)

Kansas City

Richmond

Atlanta

San Francisco

Atlanta

New York

End of comment period

April 30, 1997

June 3, 1997

April 4, 1997

April 25, 1997

May 27, 1997

May 12, 1997



Applicant or notificant

Acquiree or activity Section of law Reserve Bank

Comerzbank AG,
Frankfurt am Main,
Germany

Commercial Guaranty
Bancshares, Inc.,
Shawnee Mission, KS

Commerzbank
Aktiengesellschaft,
Frankfurt Main,
Germany

Community Bankshares
Incorporated,
Petersburg, VA

Community Capital
Corporation,
Greenwood, SC

Community Financial
Corp.,
Edgewood, IA

Concord EFS, Inc.,
Memphis, TN

CAM Acquisition, LLC, 4
Wilmington, DE
Montgomery Asset
Mangement, L.P.,
Montgomery Services,
LLC,

all of San Francisco, CA,
securities activities (b)(7)(i)
and (iii); financial &
Investment advisory
services (b)(6);
administrative services

New York

CGB Capital Corporation, 4
Shawnee Mission, KS,

private placement of

securities (b)(7)(iii)

Kansas City

Commerz Futures 4
Corporation,

Chicago, IL, financial &
investment advisory (b)(6)

New York

County Bank of 3
Chesterfield,
Midlothian, VA

Richmond

The Bank of Newberry 3
County,
Newberry, SC

Richmond

Community Savings Bank, 3
Robbins, IA

Chicago

EFS Federal Savings Bank, 4
Oakland, TN;

First Federal Bank, FSB,
Memphis, TN, operating a
savings association (b)(4)(ii)

St. Louis

End of comment period

May 14, 1997

June 3, 1997

May 23, 1997

June 2, 1997

May 29, 1997

May 16, 1997

May 13, 1997



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period

First Bank System, Inc. West One Life Insurance 3 and 4 Minneapolis May 16, 1997
(4), Co., Portland, OR, credit
Minneapolis, MN reinsurance (b)(8)(i); CBI
CONTINUED Mortgage, Modesto, CA,

mortgage banking

(b)(1)Gii); Compass Group,

Inc., Spokane, WA,

investment advisory

services (b)(4); Island

Bancorp Leasing, Inc.,

Alameda, CA,

CONTINUED
First Bank System, Inc. leasing & equipment 3 and 4 Minneapolis May 16, 1997
(5), financing (b)(5); and
Minneapolis, MN numerous partnerships,

community development

activities, (b)(6)
First Citizens Bancorp, The Home Bank FSB, 4 Atlanta April 25, 1997
Cleveland, TN Ducktown, TN, savings

association (b)(9)
First Citizens First Savings Financial 3 Richmond June 13, 1997
BancShares, Inc., Corp.,
Raleigh, NC Reidsville, NC, and

First Savings Bank of

Rockingham County, Inc.,

SSB, Reidsville, NC
First Coastal Bancshares, First Coastal Bank, N.A., 3 San Francisco April 11, 1997
El Segundo, CA El Segundo, CA
First Commerical First Central Corporation, 3 St. Louis April 22, 1997
Corporation, Searcy, AR;
Little Rock, AR First National Bank,

Search, AR
First Financial Bancorp, Southeastern Indiana 3 Cleveland April 14, 1997
Hamilton, OH Bancorp,

Vevay, IN;

Vevay Deposit Bank,

Vevay, IN
First National Bancorp The First National Bank of 3 Minneapolis June 26, 1997

of River Falls, Inc.,
River Falls, WI

River Falls,
River Falls, WI



Applicant or notificant

Acquiree or activity

InvestorsBancorp, Inc.,
Pewaukee, WI

John Porter Pennington,
El Paso, TX

Johnson, Willard M., as
managing general
partner of the
WMJ/RMJ Family
Limited Partnership II,
Houston, TX

Kale, Denis L. and
Sandra,
Osceola, IA

Kazi, Zubair and Khatija,
Studio City, CA;

and Abdul-Rahman,
Yahia and Magda,
Pasadena, CA

Kazi, Zubair and Khatija,
Studio City, CA;

and Yahia and Magda
Abdul-Rahman,
Pasadena, CA

Korea Long Term
Credit Bank,
Seoul, Korea

Kremlin Bancshares,
Inc.,
Kremlin, OK

InvestorsBank,
Pewaukee, WI

Ruidoso Bank Corporation,
Ruidoso, NM, and

Ruidoso State Bank,
Ruidoso, NM

Jamestown Union
Bancshares, Inc.,
Jamestown, TN, and
Union Bank,
Jameston, TN

Osceola Bancorporation,
Osceola, IA;

American State Bank,
Osceola, [A

Greater Pacific Bancshares,
Whittier, CA;

Bank of Whittier, N.A.,
Whittier, CA

Kentucky Home Bank,
Bardstown, KY

Nara Bank, National
Association,
Los Angeles, CA

Bank of Kremlin,
Kremlin, OK

Section of law

CIBC

CIBC

CIBC

CIBC

Reserve Bank

Chicago

Dallas

Atlanta

Chicago

San Francisco

San Francisco

New York

Kansas City

End of comment period

May 30, 1997

June 11, 1997

June 18, 1997

April 16, 1997

May 5, 1997

April 17, 1997

May 1, 1997

April 11, 1997


Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

BonState Bancshares,
Inc.,

Bonham, TX, and
Bonham Financial
Services, Inc.,
Dover, DE

Briscoe, Dolph, Jr.,
Uvalde, TX

Buffalo Bancorp, Inc.,
Buffalo, TX;

Buffalo Corp.,

Dover, DE

Caisse Nationale de
Credit Agricole and
Credit

Agricole Indosuez
(formerly Banque
Indosuez), both of Paris,
France

California Community
LLC,
Los Angeles, CA.

Capitol Bancorp, Ltd.,
Lansing, MI

and Sun Community
Bancorp, Ltd.,
Tucson, AZ

Carson, Frank L., III,
Mulvane, KS

Castle Creek Capital
Partners Fund-I, L.P.;
Castle Creek Capital,
L.L.C.; and Eggemeyer
Advisory Corporation,
all of San Diego, CA

Bonham Financial Services, 3
Inc.,

Dover, DE;

Bonham State Bank,

Bonham, TX

Zavala Bankshares, Inc., CIBC
Crystal City, TX

Citizens State Bank, 3
Buffalo, TX

Indosuez Carr Futures, Inc., 4
Chicago, IL, purchasing the
institutional futures

business of Dean Witter
Reynolds, Inc., & its

London, England, based
affiliate, Dean Witter

Reynolds, Internat'l.,Ltd.,
financial & investment

advise (b)(6) and (7)

First Coastal Bancshares, 3
El Segundo, CA ;

First Coastal Bank, N.A.,

El Segundo, CA

Valley First Community 3
Bank,
Scottsdale, AZ

Mulvane Bankshares, Inc., CIBC
Mulvane, KS;

Mulvane State Bank,

Mulvane, KS.

Rancho Santa Fe National 3
Bank,
Rancho Santa Fe, CA

Dallas

Dallas

Dallas

Chicago

San Francisco

Chicago

Kansas City

San Francisco

End of comment period

April 25, 1997

April 16, 1997

May 8, 1997

June 13, 1997

April 11, 1997

May 27, 1997

April 23, 1997

April 25, 1997



Federal Reserve Bank of Atlanta
Applications Bulletin for Week Ending M: 1997

O- ilability of Public E tions

The CRA public evaluations of the insured depository institutions listed below became available
during this week. Information about an institution's CRA evaluation may be obtained directly from
the institution. In connection with the assessment of an institution's CRA performance, a rating is
assigned from the following groups:

Outstanding record of meeting community credit needs: An institutionhas an outstanding record
of, and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated
community, including low- and moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.

Satisfactory record of meeting community credit needs: An institution has a satisfactory record
of ascertaining and helping to meet the credit needs of its entire delineated community, including
low- and moderate-incomeneighborhoods. in a manner consistent with its resources and capabilities

Needs to improve record of mecting community credit needs: An institution necds to improve
its overall record of ascertaining and helping to meet the credit needs of its entire delineated
community, including low- and moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.

Substantial noncompliance in meeting community credit needs: An institution has a
substantially deficient record of ascertaining and helping to meet the credit needs of its entire
delineated community, including low- and moderate-incomeneighborhoods, in a manner consistent
with its resources and capabilities.

Bank CRA Rating Examination Date



T = TT E ONLY

APPLICATION MME} D ING DATE
None.
I TV - APPLICATIONS Ni DE IST: TICE
R PAPE) ICE
APPLICATION
None.
CTI: : ILAB) 'Y Pl E TI

Identification of Ratings

In connection with the assessment of each insured depository institution's CRA performance, a
rating is assigned from the following groups:

Outstanding record of meeting community credit needs
An institution in this group has an outstanding record of ascertaining and helping to meet
the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

Satisfactory record of meeting community credit needs
An institution in this group has a satisfactory record of ascertaining and helping to meet
the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

Needs to improve record of meeting community credit needs
An institution in this group needs to improve its overall record of ascertaining and helping
to meet the credit needs of its entire delineated community, including low- and moderate-
income neighborhoods, in a manner consistent with its resources and capabilities.

Substantial noncompliance in meeting community credit needs
An institution in this group has a substantially deficient record of ascertaining and helping

to meet the credit needs of its entire delineated community, including low- and moderate-
income neighborhoods, in a manner consistent with its resources and capabilities.



Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank

End of comment period

Regions Financial
Corporation,
Birmingham, AL

Reich Family Limited
Partnership, Kansas City,
MO, and general
partners Carolyn Reich
Weir, Independence,
MO, and Nancy Reich
Esry, Sarasota, FL

Republic Bancshares,
Inc.,
St. Petersburg, FL

Rossenberg, Clifford R.,
Sunset Beach, CA

Schonath Family
Partnership, LP,
Oconomiwoc, WI

Scott, Ben Jay,
Coleman, TX

The New Iberia Bancorp,
Inc.,

New Iberia, LA;

The New Iberia Bank,
New Iberia, LA;

First Bankshares, Inc., East
Point, GA;

First Bank of Georgia, East
Point, GA;

SB&T Corporation,
Smyrna, GA; and

Smyrna Bank and Trust
Company,

Smyrna, GA

Blue Ridge Bancshares,
Inc., Kansas City, MO, and
Blue Ridge Bank and Trust
Co., Kansas City, MO

F.F.O. Financial Group,
Inc.,

St. Cloud, FL, and First
Federal Savings and Loan
Association of Ocelola
County, Kissimmee, FL,
operating a savings
association (b)(4)(ii)

Security First Bank,
Fullerton, CA

InvestorsBancorp, Inc.,
Pewaukee, WI, and
InvestorsBank,
Pewaukee, WI

Coleman Bancshares, Inc.,
Coleman, TX;

Coleman County State
Bank,

Coleman, TX

CIBC

CIBC

CIBC

Atlanta

Kansas City

Atlanta

San Francisco

Chicago

Dallas

May 5, 1997

May 27, 1997

May 23, 1997

May 27, 1997

May 30, 1997

April 25, 1997



H.2
MAY 27, 1997 TO MAY 30, 1997
PAGE 5

ACTIGNS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

Secretary Whipple Family Limited Partnership, Arkaedlphia,
Arkansas -- to acquire additional shares of Horizon
Bancorp, Inc.
Approved, May 30, 1997.

6c Winkler Family Holdings, LLP, D'Hanis, Texas --
determination that it is a qualified family
partnership under the Bank Holding Company Act.
Granted, May 28, 1997.

BANK MERGERS
Atlanta Gulf Bank, Orange Beach, Alabama -- to acquire
certain assets and assume certain liabilities of
First Bank of Baldwin County, Robertsdale, Alabama.
Approved, May 29, 1997.
New Yor! Summit Bank, Hackensack, New Jersey -- to merge with

Collective Bank, Egg Harbor, New Jersey, and
establish branches.
Approved, May 29, 1997.

COMPETITIVE FACTORS REPORTS

Chicago Bank Calumet, National Association, Hammond, Indiana,
proposed merger with Bank Calumet, National
Association, Chicago Heights, Illinois -- report on
competitive factors.
Submitted, May 27, 1997.

Richmond Carolina First Bank, Greenville, South Carolina,
Proposed merger with Lowcountry Savings Bank, Inc.,
Mount Pleasant, South Carolina -- report on
competitive factors.
Submitted, May 29, 1997.

San Francisco Centennial Bank, Olympia, Washington, proposed
acquisition of the assets and assumption of the
liabilities of the Shelton, Washington, branch of
Wells Fargo Bank, N.A., San Francisco, California -
- report on competitive factors.

Submitted, May 30, 1997.



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank
The Bank of Mulberry ACME Holding St. Louis
Employee Stock Company, Inc.,
Ownership Mulberry, AR, and
Trust, The Bank of Mulberry,
Mulberry, AR Mulberry, AR
Trustcorp Financial, Inc., Missouri State Bank and St. Louis.
St. Louis, MO. Trust Company,

St. Louis, MO
Union Illinois 1995 Union Illinois Company, St. Louis.
Investment Limited Swansea, IL,
Partnership, Union Bank of Ollinois,
Swansea, IL. Swansea, IL,

State Bank of Jerseyville,

Jerseyville, IL
Union Illinois Company, — Missouri PayDay Loan St. Louis
Swansea, [L Company, Inc.,

St. Louis, MO;

Missouri Budget, Inc.,

St. Louis, MO, and

Budget Finance, Inc.,

St. Louis, MO, consumer

credit (b)(1)
United Bankshares, Inc., First Patriot Bankshares Richmond
Charleston, WV Corporation,

Reston, VA, and

Patriot National Bank,

Reston, VA
United Community United Family Finance Co., Atlanta
Banks, Inc., Blairsville, GA, credit
Blairsville, GA insurance activities (b)(8)(ii)
United Community United Family Finance Co., Atlanta
Banks, Inc., Blue Ridge, GA (formerly
Blairsville, GA Mountain Mortgage &

Loan, Inc.),

making, acquiring, or

servicing loans or other

extensions of credit (b}(1)
United Rossevelt MHC, United Rossevelt New York
and United Rossevelt Savings Bank,
Bancorp, Carteret, NJ

both of Carteret, NJ

End of comment period

June 23, 1997

June 2, 1997

May 10, 1997

May 19, 1997

June 16, 1997

April 25, 1997

March 25, 1997

June 23, 1997



Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank

End of comment period

Spangler, Charles Leon,
Aurora, MO

State Bank of Hawley
Employee Stock
Ownership Plan and
Trust,

Hawley, MN

Stearns Financial
Services, Inc.,
Employee Stock
Ownership Plan T1, St.
Cloud, MN, and Stearns
Financial

Services, Inc., St. Cloud,
MN

Sullivan, John C.,
Livingston, MT, and
Hornby, Mary C.,
Las Cruces, NM

Susquehana Bancshares,
Inc.,
Lititz, PA

Tehama Bancorp,
Red Bluff, CA

Tehama Bancorp,
Red Bluff, CA

Texas Financial
Bancorporation, Inc.,
Minneaplis, MN,

and Delaware Financial
Bancorporation, Inc.,
Wilmington, DE

Seligman Bancshares, Inc., CIBC
Seligman, MO;

First Independent Bank,

Seligman, MO

Bankshares of Hawley, Inc. 3
Hawley, MN, and

State Bank of Hawley,

Hawley, MN

Arizona Community Bank 3
of Scottsdale,
Scottsdale, AZ

Northeastern Wyoming CIBC
Bank Corporation,

Newcastle, WY, and

First State Bank of

Newcastle,

Newcastle, WY

Founders Bank, 3
Bryn Mawr, PA

Tehema Bank, 3
Red Bluff, CA

Bancorp Financial Services, 4
Sacramento, CA, leasing
activities (b)(5)

Austin County Bancshares, 3
Inc.,

Belleville, TX;

Austin County Bancshares-
Delaware,

Wilmington, DE;

and Austin County State

Bank,

Belleville, TX

St. Louis

Minneapolis

Minneapolis

Kansas City

Philadelphia

San Francisco

San Francisco

Dallas

May 15, 1997

June 27, 1997

June 6, 1997

June 17, 1997

May 19, 1997

May 12, 1997

May 5, 1997

March 27, 1997



Addresses for Comments and Information Requests
Addresses for comments differ from those for information requests.

Addresses for Comments

Comments on the applications and notices may be sent to the appropriate Federal Reserve Bank or
the Board.

Federal Reserve Bank of Boston

Richard Walker, Community Affairs Officer, 600 Atlantic Avenue, Boston, MA
02106-2204

Federal Reserve Bank of New York
Betsy Buttrill White, Senior Vice President, 33 Liberty Street, New York, NY 10045-0001

Federal Reserve Bank of Philadelphia

Michael E, Collins, Senior Vice President, 100 North 6th Street, Philadelphia,
PA 19105-1521

Federal Reserve Bank of Cleveland

Jeffrey Hirsch, Banking Supervisor, 1455 East Sixth Street, Cleveland, OH
44101-2566

Federal Reserve Bank of Richmond
A. Linwood Gill, III, Assistant Vice President, 701 East Byrd Street, Richmond, VA 23261-4528

Federal Reserve Bank of Atlanta

Lois Berthaume, Vice President, 104 Marietta Street, N.W., Atlanta, GA
30303-2713

Federal Reserve Bank of Chicago

Philip Jackson, Applications Officer, 230 South LaSalle Street, Chicago, IL
60690-1413

Federal Reserve Bank of St. Louis
Randall C. Sumner, Vice President, 411 Locust Street, St. Louis, MO 63102-2034

Federal Reserve Bank of Minneapolis
Karen L. Grandstrand, Vice President, 250 Marquette Avenue, Minneapolis, MN 55480-2171

Federal Reserve Bank of Kansas City
D. Michael Manies, Assistant Vice President, 925 Grand Avenue, Kansas City, MO 64198-0001

Federal Reserve Bank of Dallas
Genie D. Short, Vice President, 2200 North Pearl Street, Dallas, TX 75201-2272

Federal Reserve Bank of San Francisco

Pat Marshall, Manager of Analytical Support, Consumer Regulation Group, 101 Market Street, San
Francisco, CA 94105-1579

Board of Governors of the Federal Reserve System
William W. Wiles, Secretary, 20th & Constitution Avenue, N.W., Washington, DC 20551-0001



FEDERAL RESERVE BANK
OF CHICAGO

May 23, 1997

St hd 2-Nor 16

To: Recipients of the Applications Bulletin a

The Board of Govemors issued the attached press release regarding the availability of
information on applications and notices being processed by the Federal Reserve System. The
Board has developed a new publication, called the H.2A, that will be available on the Internet
via a 24 hour fax-on-demand facility, and by mail. As the H.2A will provide more complete and
up-to-date information, on a system-wide basis, you may want to take advantage of this new
publication. You can arrange for a subscription by either calling the Board's Publications
Services at 202-452-3245 or by writing to Publications Services, MS-17, Federal Reserve Board,

Washington, D.C. 20551.
If you wish to discontinue receiving this Reserve Bank's Weekly Application Bulletin, please
write to me at Supervision and Regulation Department, Applications Division, Federal Reserve
Bank of Chicago, P.O. Box 834, Chicago, IL, 60690-0834, or call 312-322-6145.

Very truly yours,

Sy

Philip G. Jacksoy
Director

230 SOUTH TASALLE STRUTT
CHICAGO, ILLINOIS 606144 11 +



Federal Reserve Bank of Richmond

. ilabil £ blic Eval :

Week ending May 30, 1997

Definition of Ratings

Outstanding record of meeting community credit needs.
An institution in this group has an outstanding record of, and is a leader in,
ascertaining and helping to meet the credit needs of its entire delineated
community, including low- and moderate-income neighborhoods, in a manner con-
sistent with its resources and capabilities.

Satisfactory record of meeting community credit needs.
An institution in this group has a satisfactory record of ascertaining and
helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent
with its resources and capabilities.

Needs to improve record of meeting community credit needs.
An institution in this group needs to improve its overall record of ascer-
taining and helping to meet the credit needs of its entire delineated
community, including low- and moderate-income neighborhoods, in a manner
consistent with its resources and capabilities.

Substantial noncompliance in meeting community credit needs.
An institution in this group has a substantially deficient record of ascer-
taining and helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent with
its resources and capabilities.

RSSD Examination

Number = ~— Name _of Bank —Date__—sé Rating

None.



Federal Reserve Bank of Chicago

Section | - Applications Subj N
Notice Only cont'd
Comment Period
Merger & Branch M&I Bank of Menomonee Falls NP - **

Menomonee Falls, Wisconsin
Menomonee Falls, Wisconsin branch office of
M&I Marshall & Ilsley Bank
Milwaukee, Wisconsin
and to establish a branch at
N85 W16058 Appleton Avenue
Menomonee Falls, Wisconsin

Merger & Branch M&I Bank of Shawano NP - **
Shawano, Wisconsin
Shawano, Wisconsin branch office of
M&I Marshall & Isley Bank
Milwaukee, Wisconsin
and to establish a branch at
401 East Green Bay Street
Shawano, Wisconsin

Merger & Branch M&lI Bank of South Central NP - **
Watertown, Wisconsin
Watertown, Wisconsin branch office of
M&lI Marshall & Ilsley Bank
Milwaukee, Wisconsin
and to establish a branch at
808 East Main Street
Watertown, Wisconsin

Merger & Branch M&I Central State Bank NP - **
Oshkosh, Wisconsin
Oshkosh, Wisconsin branch office of
M&I Marshall & Ilsley Bank
Milwaukee, Wisconsin
and to establish a branch at
347 North Sawyer Street
Oshkosh, Wisconsin



None.



a
FEDERAL RESERVE press release ; a.

For immediate release April 30, 1997

The Federal Reserve Board announced today the start of a new weekly publication that
lists applications and notices, together with the deadline for comment, that have been filed under the
Bank Holding Company Act or the Change in Bank Control Act.

The new publication is available in three forms:

. By a fax-on-demand call-in facility that is available 24 hours a day, 7 days a week,
and will automatically fax a copy of the new publication to the caller. The call-in

number is 202-452-3655

° On the Board’s Internet Home Page at www.bog.frb.fed.us
. By mail by contacting the Board’s Publications Services at 202-452-3245 or by

writing to Publications Services, MS-127, Federal Reserve Board, Washington, D.C.

20551.

In its recent revision of Regulation Y, the Board announced that it would take steps to
improve the effectiveness and timeliness of public notices of merger and acquisition proposals. The
new publication, numbered the H.2A, lists applications and notices alphabetically by applicant
together with the appropriate Federal Reserve Bank where comments may be filed, and who to
contact to receive the public portion of the application.

Posting of the publication on the Board’s Home Page allows a user to search for a
notice by the applicant’s name, acquiree’s name or activity, section of law, or by Reserve Bank. The
information will be updated at least every three business days.

The H.2, which jists actions taken by the Board on applications plus applications

received, and Community Reinvestment activities, will continue to be published.



APPLICATIONS BULLETIN
(For the week ending May 31, 1997)

SECTION I - APPLICATIONS SUBJECT TO NEWSPAPER NOTICE ONLY

Notice by Andover Bank, Andover, OH received on May 27, 1997, *June 21, 1997
to establish a branch at the intersection of Sandusky Street and
State Street, Conneaut, OH.

SECTION II - APPLICATIONS SUBJECT TO BOTH NEWSPAPER AND FEDERAL
REGISTER NOTICE

NONE
SECTION II - APPLICATIONS SUBJECT TO FEDERAL REGISTER NOTICE ONLY

Notice by Huntington Bancshares, Columbus, OH received on *June 17, 1997
May 27, 1997, to engage through its subsidiary, Huntington Capital

Corp., Columbus, OH in underwriting and dealing to a limited

extent in all types of debt securities.

SECTION IV - APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE
OR NEWSPAPER NOTICE

Notice by National City Corp, Cleveland, OH received on May 27, 1997, to acquire certain
assets of InTra Con, Inc., Burton, MI through its subsidiary National Processing, Inc.,
Louisville, KY.

Notice by National City Corp, Cleveland, OH received on May 27, 1997, to acquire MRS
Jamaica, Inc., Houston, TX through its subsidiary National Processing, Inc., Louisville, KY.

* ~ Subject to CRA

N - Newspaper Comment Period

F - Federal Register Comment Period

# - Expected to End 30 Days from Date of Receipt



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

Valcourt, Jeffery T.,
Arlington, VA

Vermont Financial
Services Corp.,
Brattleboro, VT

Village Bancshares,
Inc.,
Springfield, MO

West Point Bancorp,
Inc.,
West Point, NE

Whipple Family Limited
Partnership,
Arkadelphia, AR

Young, William
Howerton,
Fredonia, KY

Zions Bancorporation,
Salt Lake City, UT

United Financial Banking
Companies, Inc.,

Vienna, VA, and

The Business Bank,
Vienna, VA

Eastern Bancorp, Inc.,
Dover, NH

savings association,
Vermont Federal Bank,
FSB,

Williston, VT, (b)(9)

Village Bank,
Springfield, MO (a de
novo state charted bank)

Dakota Bancshares, Inc.,
West Point, NE;

Dakota County State Bank,
West Point, NE

Horizon Bancorp, Inc.,
Arkadelphia AR;
Horizon Bank, Inc.
Malvern, AR

Fredonia Valley Bancorp,
Inc.,

Fredonia, KY

and Fredonia Valley Bank,
Fredonia, KY

Tri-State Bank,
Montpelier, ID

CIBC

CIBC

Atlanta

Boston

St. Louis

Kansas City

St. Louis

St. Louis

San Francisco

June 5, 1997

April 14, 1997

June 16, 1997

April 18, 1997

May 27, 1997

May 23, 1997

June 6, 1997


Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank

End of comment period

Florida Bancshares, Inc.,
Dade City, FL

Ford, Thomas Riley;
Nelson, Paul Emil; and
Southway, Henry
Thomas,

Alamosa, CO

Fulton Financial
Corporation,
Lancaster, PA

GBC Bancorp, Inc.,
Lawrenceville, GA

Gideon Bancshares
Company,
Dexter, MO

Giltner Investment
Partnership, Ltd.,
Omaha, NE

Gold Banc Corporation,
Inc.,
Prairie Village, KS

Greer, Elmo,
East Bernstadt, KY

Guaranty Bancshares
Corporation,
Kansas City, KS

Harris Financial MHC,
Harrisburg, PA

First National Bank of
Pasco,
Dade City, FL

Alamosa Bancorporation
Ltd.,

Alamosa, CO;

Alamosa National Bank,
Alamosa, CO.

The Peoples Bank of
Elkton,
Elkton, MD

Gwinnett Banking
Company,
Lawrenceville, GA
(in organization)

First Midwest Bank of
Chaffee,
Chaffee, MO.

The Avoca Company,
Avoca, NE;

Farmers State Bank,
Bennett, NE

Peoples Bancshares, Inc.,
Clay Center, KS, and
Peoples National Bank of
Clay Center, Clay Center,
KS

Cumberland Valley
Financial Company,
London, KY

Bank of Coffey,
Coffey, MO

Harris Financial Inc.,
Harrisburg, PA;
Harris Savings Bank,
Harrisburg, PA

CIBC

CIBC

Atlanta

Kansas City

Philadelphia

Atlanta

St. Louis

Kansas City

Kansas City

Cleveland

Kansas City

Philadelphia

April 21, 1997

May 1, 1997

June 23, 1997

April 10, 1997

June 20, 1997

May 5, 1997

June 13, 1997

May 23, 1997

June 4, 1997

March 27, 1997



H.2

MAY 27, 1997 TO MAY 30, 1997

PAGE 10

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

EXTENSIONS OF TIME

Minneapolis

INTERNATIONAL OPERATIONS

Philadelphia

Philadelphia

MEMBERSHIP

Minneapolis

Flint Valley Bank, Philipsburg, Montana -- extension
to October 1, 1997, to establish a branch in
Drummond, Montana.

Granted, May 30, 1997.

MBNA America Bank, N.A., Wilmington, Delaware -- to
establish a branch of MBNA International Bank
Limited, Chester, England, in Dublin, Republic of
Ireland.

Approved, May 27, 1997.

MBNA America Bank, N.A., Newark, Delaware -- to make
an investment in MBNA International Bank Limited,
Chester, England.

Approved, May 27, 1997.

Minnesota BANKFIRST, Minneapolis, Minnesota -- to
become a member of the Federal Reserve System.
Approved, May 27, 1997.



Federal Reserve Bank of Chicago

ction IV - ications Not Subject to Federal Register or News; t Notice

Type Application
NONE



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

National City
Bancshares, Inc.,
Evansville, IN

NationsBank
Corporation, and NB
Holdings
Corporation, both of
Charlotte, NC

NEB Corporation,
Fond du Lac, WI

Neighborhood Bancorp,
San Diego, CA
CONTINUED

Neighborhood Bancorp,
San Diego, CA
CONTINUED

New Woodson
Bancshares, Inc.,
Graham, TX

Northeast Kansas
Bancshares, Inc.,
Valley Falls, KS

P.C.B. Bancorp, Inc.,
Largo, FL

Bridgeport Bancorp, Inc.,
Bridgeport, IL, and First
National Bank of
Bridgeport, Bridgeport, IL

Citizens Bancshares of
Eldon, Missouri, Inc.,
Eldon, MO, and
Citizens Bank of Eldon,
Eldon, MO

State Bank of St. Cloud,
St. Cloud, WI

Neighborhood Nat'l Bank,
San Diego, CA; &
Neighborhood Capital
Advisors, San Diego, CA,
community development
(b)(12); financial &
investment advisory (b)(6);
Neighborhood Housing
Development Corp., San
Diego, CA, community
development (b)(12),
CONTINUED

extending loand and credit
activities (b)(1) & (2), and
consumer financial
counseling (b)(6)

Woodson Bancshares, Inc.,
Woodson, TX, and

First State Bancorp, Inc.,
Carson

City, NV, and First State
Bank, Graham, TX

Valley Falls Insurance, Inc.,
Valley Falls, KS,

Kendall State Bank,

Valley Falls, KS, insurance
activities (b)(8)(iii)

Anchor Savings Bank,
F.S.B.,

St. Petersburg, FL, savings
association (b)(9)

3

3

3and4

3 and 4

3 and 4

St. Louis

Richmond

Chicago

San Francisco

San Francisco

Dallas

Kansas City

Atlanta

June 6, 1997

June 26, 1997

May 5, 1997

June 23, 1997

June 23, 1997

June 27, 1997

May 5, 1997

May 8, 1997



Applicant or notificant

Acquiree or activity Section of law

Reserve Bank

End of comment period

Pinnacle Bancorp, Inc.,
Central City, NE

Pinnacle Bancshares,
Inc.,
Thomson, GA.

Pinnacle Financial
Services, Inc. (A),
St. Joseph, MI
CONTINUED

Pinnacle Financial
Services, Inc. (B),
St. Joseph, MI
CONTINUED

Pinnacle Financial
Services, Inc., (1)
St. Joseph, MI
CONTINUED

First Ogallala Investment, 3
Inc.,

Ogallala, NE;

First National Bank of

Ogallala,

Ogallala, NE

McDuffie Bank & Trust, 3
Thomson, GA

CB Bancorp Inc., Michigan 4
City, IN, & Community
Bank,

FSB, Michigan City, IN,
operating a savings assoc.
(b)(4)(ii); Community
Bank, Community Financial
Services Inc., &
Community Brokerage
Services Inc., Michigan
City, IN,

CONTINUED

financial & investment 4
advisory (b)(6)(ii), (iii),

(iv), (v) & (vi), & provide
securities brokerage

services, (b)(7)(i) & (ii)

Indiana Federal Corp., & 4
Indiana Federal Bank for
Savings, Valparaiso, IN,
operating a savings

association (b)(4)(ii);

IndFed Mortgage Co.,
Valparaiso, IN, community
development activities

(b)(12), &

CONTINUED

Kansas City

Atlanta

Chicago

Chicago

Chicago

April 25, 1997

May 5S, 1997

June 19, 1997

June 19, 1997

June 19, 1997



Applicant or notificant

Acquiree or activity Section of law Reserve Bank

End of comment period

Pinnacle Financial
Services, Inc., (2)
St. Joseph, MI
CONTINUED

Pinnacle Financial
Services, Inc., (3)
St. Joseph, MI
CONTINUED

Plainview Holding
Company,
Pilger, NE

PN Holdings, Inc.,
Ann Arbor, MI

Powell, Donald Edward,
Amarillo, TX

provide advice in 4
connection with financing,
transactions (b)(iii); IFB
Investment Services, Inc.,
Valparaiso, IN, financial &
investment advisory (b)(6);
& provide advice in
connection with financing
transactions (b)(iii); &
provide

CONTINUED

Chicago

securities brokerage 4
services & riskless principal
transactions (b)(7), &

Forrest Holdings, Inc., &

Forrest Financial Corp.,

Lisle, IL, leasing

OBC (KG)

Chicago

American National 3
Creighton Co.,

Creighton, NE, and

American National Bank of
Creighton,

Creighton, NE

Kansas City

Pelican National Bank, 3 and4 Atlanta
Naples, FL (in

organization);

Washtenaw Mortgage

Company,

Ann Arbor, MI, lending

))

Tejas Bancshares, Inc. CIBC Dallas
Fritch, TX;
Fritch State Bank,

Fritch, TX

June 19, 1997

June 19, 1997

June 23, 1997

April 21, 1997

April 7, 1997



Type
3(a)(3)

3(a)G)

3ay(D

3(a)(3)

3a)

CoC-HC

Federal Reserve Bank of Chicago

tic - Applicatic

Resister Noti

Capitol Bancorp, Ltd.*
Lansing, Michigan

Valley First Community Bank (in organization)

Scottsdale, Arizona

Sun Community Bancorp, Ltd.*
Tucson, Arizona

Valley First Community Bank (in organization)

Scottsdale, Arizona

Bancorp of New Glarus, Inc.*
New Glarus, Wisconsin

Bank of New Glarus

New Glarus, Wisconsin

Shorebank Corporation*
Chicago, Illinois
Shorebank Pacific Corporation
Ilwaco, Washington
Shoretrust Bank
Seattle, Washington

Shorebank Pacific Corporation*
Tlwaco, Washington

Shoretrust Bank

Seattle, Washington

First State Bancorp of Monticello, Inc.

Monticello, Illinois
by John W. Corley

Comment Period
Ending Date

FR - 5-27-97
NP - 5-14-97

FR - 5-27-97
NP - 5-14-97

FR - 6-6-97
NP - 6-2-97

FR - 5-17-97
NP - 5-28-97

FR - 5-17-97
NP - 5-28-97

FR - 5-16-97
NP - 6-03-97



Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank End of comment period

Provident Bankshares
Corporation,
Baltimore, MD.

Randall M. Proctor,
Sandy, OR

Waseca Bancshares,
Inc., Waseca, MN

Waymon Heriot Welch,
Jr., Memphis, TN

First Citizens Financial
Corp., Gaithersburg, MD,
and Citizens

Savings Bank, F.S.B.,
Gaithersburg, MD,
operating a saving
association (b)(4)(ii);
originating & selling
residential mortgage loans
(b)(1); and selling mortgage
life insurance (b)(11)(i)

CCB Financial Corporation,
Sandy, OR, and Clackamas
County Bank, Sandy, OR

American Savings, Inc.,
Farmington, MM, acquiring
an industrial loan and thrift
company (b)(4)(i)

Noshoba Bancshares, Inc.,
Memphis,

TN, and Nashoba Bank,
Germantown, TN

CIBC

CIBC

Richmond June 23, 1997

San Francisco June 23, 1997

Minneapolis June 24, 1997

St. Louis June 23, 1997



H.2

MAY 27, 1997 TO MAY 30, 1997

PAGE 7

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

COMPETITIVE FACTORS REPORTS

Richmond
St. Louis
St. Louis
St. Louis
St. Louis
St. Louis

Lumbee Guaranty Bank, Pembroke, North Carolina,
proposed purchase of certain assets and assumption
of certain liabilities of the Fairmont, North
Carolina, branch of Progressive Savings and Loan,
Ltd., Lumberton, North Carolina -- report on
competitive factors.

Submitted, May 29, 1997.

Magna Bank, N.A., Waterloo, Iowa, proposed merger
with Magna Bank, Monticello, Magna Bank, Indianola,
Magna Bank, Oelwein, Magna Interim Bank-Cedar
Rapids, N.A., Cedar Rapids, Magna Interim Bank-
Decorah, N.A., Decorah, Magna Interim Bank-Des
Moines, N.A., Des Moines, Magna Interim Bank-Iowa
City, N.A., Iowa City, Magna Interim Bank-Vinton,
N.A., Vinton, and Magna Interim Bank-Waterloo,
N.A., Waterloo, Iowa -- report on competitive
factors.

Submitted, May 30, 1997.

Magna Bank, -~ National Association, Brentwood,
Missouri, proposed merger with Magna Bank, N.A.,
Waterloo, Iowa -- report on competitive factors.

Submitted, May 30, 1997.

Magna Interim Bank-Cedar Rapids, N.A., Cedar Rapids,
Iowa, proposed purchase of certain assets and
assumption of certain liabilities of the Cedar
Rapids branch of Magna Bank, FSB, Des Moines,
Towa -- report on competitive factors.

Submitted, May 30, 1997.

Magna Interim Bank-Decorah, N.A Decorah, Iowa,
proposed purchase of certain assets and assumption
of certain liabilities of the Decorah branch of
Magna Bank, FSB, Des Moines, Iowa -- report on
competitive factors.

Submitted, May 30, 1997.

Magna Interim Bank-Des Moines, N.A., Des Moines,
Iowa, proposed merger with Magna Bank, FSB, Des
Moines, Iowa -- report on competitive factors.

Submitted, May 30, 1997.



H.2

MAY 27, 1997 TO MAY 30, 1997

PAGE 6

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

COMPETITIVE FACTORS REPORTS

Atlanta

Chicago

Cleveland

St. Louis

Secretary

Richmond

Community Savings Bank, F.A., North Palm Beach,
Florida, proposed acquisition of the assets and
assumption of the liabilities of Community Interim
Federal Savings Association -- report on
competitive factors.

Submitted, May 27, 1997.

Denmark State Bank, Denmark, Wisconsin, proposed
purchase of certain assets and assumption of
certain liabilities of the Reedsville, Wisconsin,
branch of M&I Bank Northeast, Green Bay, Wisconsin
-- report on competitive factors.

Submitted, May 27, 1997.

Fifth Third Bank of Western Ohio, Piqua, Ohio,
proposed acquisition of the assets and assumption
of the liabilities of 29 branches of The Fifth
Third Bank, Cincinnati, and establishment of
branches -- report on competitive factors.

Subsitted, May 29, 1997.

First Bank and Trust Company, Jackson, Missouri,
proposed purchase of the assets and assumption of
the liabilities of First National Bank and Trust
Company, Carbondale, Illinois -- report on
competitive factors.

Submitted, May 30, 1997.

First Security Bank, N.A., Ogden, Utah, proposed
merger with Firat Security Bank of Oregon, Salen,
Oregon -- report on competitive factors.

Submitted, May 29, 1997.

First-Citizens Bank & Trust Company, Raleigh, North
Carolina, proposed merger with Savings Bank of
Rockingham County, Inc., SSB, Reidsville, North
Carolina -- report on competitive factors.

Submitted, May 27, 1997.



AVAILABILITY OF CRA PUBLIC EVALUATIONS
(May 30, 1997)

The following state member banks have been examined by the Federal Reserve Bank of
Cleveland for compliance with The Community Reinvestment Act. A public evaluation document
became available from the bank(s) listed below during the week ended May 30, 1997. If you are

* interested in obtaining a copy of an evaluation document, please contact the bank(s) directly.

There are four descriptive ratings for CRA:

OUTSTANDING: a bank in this group has an outstanding record of, and is a leader in,
ascertaining and helping to meet the credit needs of its entire delineated community, including
low- and moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

SATISFACTORY: a bank in this group has a satisfactory record of ascertaining and
helping to meet the credit needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its resources and capabilities.

NEEDS TO IMPROVE: a bank in this group needs to improve its overall record of
ascertaining and helping to meet the credit needs of its entire delineated community, including
low- and moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

SUBSTANTIAL NON COMPLIANCE: a bank in this group has a substantially deficient
record of ascertaining and helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

The Savings Bank and Trust Company

101 West Market

Orrville, OH 44667

Rating: Satisfactory

Exam. Date: 3-17-97

Disclosure Date: 5-27-97

RSSD#627023 . ao

The Farmers Bank and Savings Company
211 West Second Street

P.O. Box 626

Pomeroy, OH 45769

Rating: Outstanding

Exam Date: 3-17-97

Disclosure Date: 5-29-97

RSSD#58225

Heartland Bank

939 E. Johnston Road
Gahanna, OH 43230
Rating: Satisfactory
Exam Date: 1-21-97
Disclosure Date: 5-29-97
RSSD#853112



H.2

MAY 27, 1997 TO MAY 30, 1997

PAGE 9

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

SOMPETITIVE FACTORS REPORTS

Secretary

Kansas City

Secretary

EXTENSIONS OF TIME
New York

Boston

SouthTrust Bank of Alabama, N.A., Birminghas,
Alabama, proposed merger with SouthTrust Bank of
North Carolina, Charlotte, North Carolina;
SouthTrust Bank of Northwest Florida, Marianna,
Florida; SouthTrust Bank of Russell County, Phenix
City, Alabama; SouthTrust Bank of Columbus, N.A.,
Columbus, Georgia; SouthTrust Bank of Florida,
N.A., St. Petersburg, Florida; SouthTrust Bank of
South Mississippi, Biloxi, Mississippi; SouthTrust
Bank of Tennessee, N.A., Nashville, Tennessee; and
SouthTrust Bank of South Carolina, N.A.,
Charleston, South Carolina -- report on competitive
factors.

Submitted, May 28, 1997.

Southwest Kansas National Bank, Ulysses, Kansas,
proposed merger with Southwestern Savings & Loan
Association of Hugoton, Hugoton, Kansas -- report
on competitive factors.

Submitted, May 28, 1997.

United States National Bank of Oregon, Portland,
Oregon, proposed merger with U.S. Bank of Idaho,
Boise, Idaho; U.S. Bank of Nevada, Reno, Nevada;
U.S. Bank of Utah, Selt Lake y, Utah; U.S. Bank
of California, Secramento, California; and U.S.
Bank of Washington, N.A., Seattle, Washington --
report on competitive factors.

Submitted, May 29, 1997.

Bank Austria AG, Vienna, Austria -- extension to
April 30, 1998, to engage de novo in certain
lending activities through Bank Mortgage Corp., New
York, New York.

Granted, May 27, 1997.

Campello Bancorp, Brockton, Massachusetts --
extension to engage in loan servicing activities.
Granted, May 28, 1997.



Information Requests

The public portions of the applications and notices currently listed in this release are available on an
expedited basis from the appropriate Federal Reserve Bank. The public portion of the application also
may be obtained from the Board.

Federal Reserve Bank of Boston
Jonathan Fine (TEL: 617-973-3339; FAX: 617-973-3219)

Federal Reserve Bank of New York
Margaret Carmody (TEL: 212-720-7924; FAX: 212-720 -6628)

Federal Reserve Bank of Philadelphia
Rosanna Crosier (TEL: 215-574-6581; FAX: 215-574-4146)

Federal Reserve Bank of Cleveland
Jim Terlop (TEL: 216-579-2197; FAX: 216-579-2932)

Federal Reserve Bank of Richmond
Gaile Clark (TEL: 804-697-8825; FAX: 804-697-8283)

Federal Reserve Bank of Atlanta
Wayne Smith (TEL: 404-589-7265; FAX: 404-589-7342)

Federal Reserve Bank of Chicago
Frank Skweres (TEL: 312-322-4785; FAX: 312-322-5894)

Federal Reserve Bank of St. Louis
Cathie Windsor (TEL: 314-444-4638; FAX: 314-444-8740)

Federal Reserve Bank of Minneapolis
Paula Charles (TEL: 612-372-2982; FAX: 612-344-2702)

Federal Reserve Bank of Kansas City
Patty Biesemeyer (TEL: 816-881-2464; FAX: 816-881-2252)

Federal Reserve Bank of Dallas
Rob Jolley (TEL: 214-922-6071; FAX: 214-922-6302)

Federal Reserve Bank of San Francisco
Michael Johnson (TEL: 415-974-2995; FAX: 415-974-3031)

Board of Governors of the Federal Reserve System
Freedom of Information Office (TEL: 202-452-3684; FAX: 202-872-7562, and 202-872-7565)



Federal Reserve Bank of Atlanta
Applications Bulletin for Week Ending May 30, 1997

Recently Approved Applications Approval Date
Gulf Bank 05-29-97

Orange Beach, Alabama
To acquire certain assets and assume certain liabilities of its affiliate bank, First Bank of Baldwin
County, Robertsdale, Alabama, pursuant to Section 18(c) of the Federal Deposit Insurance Act.

Louisiana Bancshares, Inc. 05-30-97
Baton Rouge, Louisiana
Notice for 1-BHC formation, Louisiana Bank and Trust Company, Baton Rouge, Louisiana.

AmSouth Bank of Tennessee 05-27-97
Chattanooga, Tennessee
To establish a branch located at 2017 Mallory Lane, Franklin, Tennessee.



ANNOUNCEMENT H.2, 1997, No. 22
Actions of the Board, its Staff, and
BOARD OF GOVERNORS the Federal Reserve Banks;
OF THE Applications and Reports Received
FEDERAL RESERVE SYSTEM During the Week Ending May 31, 1997

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

ENFORCEMENT

Banc One Corporation, Columbus, Ohio, and Banc One
Oklahoma Corporation, Oklahoma City, Oklahoma --
requests for reconsideration of the Board's
approval of the applications to acquire shares of
Liberty Bancorp, Inc., Oklahoma City, Oklahona,
and the banking and nonbanking subsidiaries of
Liberty, including Liberty Bank & Trust Company of
Oklahoma City, N.A., and Liberty Bank & Trust
Company of Tulsa, N.A., Tulsa, Oklahoma.

Denied, May 30, 1997.

Dean Witter, Discover & Co., New York, New York --
interpretation concerning grandfather rights in
connection with proposed merger with Morgan Stanley
Group, Inc.

Approved, May 28, 1997.

Greater Delaware Valley Holdings, MHC, Broomall,
Pennsylvania -- waiver of receipt of certain
dividends by Greater Delaware Valley Savings Bank.

Denied, May 27, 1997.

Southern National Corporation, Winston-Salem, North
Carolina -- to merge with United Carolina
Bancshares Corporation, Whiteville, North Carolina,
and acquire United Carolina Bank, Whiteville, North
Carolina, and United Carolina Bank of South
Carolina, Greer, South Carolina.

Approved, May 27, 1997.

Banco Popular de Puerto Rico, Hato Rey, Puerto Rico -
- to merge with Roig Commercial Bank, Humacao,
Puerto Rico, and establish branches.

Approved, May 27, 1997.

Westamerica Bank, San Rafael, California -- to merge
with Valliwide Bank, Fresno, California, and to
establish branches.

Approved, May 27, 1997.


FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 5/30/97
V - Availabili A Public Eval

The CRA public evaluations of the institution(s) below became available during this week. Information
about a particular institution's CRA evaluation may be obtained directly from the institution.

Institution Location Examination Date —_Rating*
None

*Under the rating system an institution's CRA performance is assigned one of the following four ratings:

Outstanding record of meeting community credit needs: An institution has an outstanding record of,
and is a leader in, ascertaining and helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

Satisfactory record of meeting community credit needs: An institution has a satisfactory record of
ascertaining and meeting the credit needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its resources and capabilities.

Needs to Improve record of meeting community eredit needs: An institution needs to improve its
overall record of ascertaining and helping to meet the credit needs of its entire delineated community,
including low- to moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

Substantial Noncompliance in meeting community credit needs: An institution has a substantially
deficient record of ascertaining and helping to meet the credit needs of its entire delineated community,
including low- to moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

The above listing has been prepared as a courtesy by the Federal Reserve Bank of San Francisco, and
is not intended to replace formal notices required by statute or regulation: the Reserve Bank assumes no
responsibility for errors or omissions.



H.2 ADDITIONS AND CORRECTIONS
MAY 27, 1997 TO MAY 30, 1997
PAGE 12

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

BANK HOLDING COMPANIES

San Francisco California Community LLC, Los Angeles, California;
First Coastal Bancshares and First Coastal Bank,
N.A., both of El Segundo, California -- waiver of
application to acquire Marina Bank, Marina Del Rey,
California.
Granted, May 23, 1997.

Philadelphia First National Community Bancorp, Inc., Dunmore,
Pennsylvania -- to acquire First National Community
Bank.
Approved, May 23, 1997.

COMPETITIVE FACTORS REPORTS

Atlanta Pioneer Bank, Chattanooga, Tennessee (a de novo

savings association), propo: quisition of the
assets and assumption of the liabilities of a
commonly owned commercial bank also named Pioneer
Bank -- report on competitive factors.

Submitted, May 7, 1997.



H.2 ADDITIONS AND CORRECTIONS
MAY 27, 1997 TO MAY 30, 1997
PAGE 11

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

Commercial Bank Report of Consumer Credit (FR 2571);
Report on Passenger Auto Contract Collection Trends
CFR 2012); Quarterly Report of Interest Rates on
Selected Director Consumer Installment Loans
CFR 2835); Quarterly Gasoline Company Report
CFR 2580); Automobile Finance Terms (FR 2005);
Report of Terms of Credit Card Plans (FR 2572); and
the Monthly Survey of Industrial Electricity Use
(FR 2009b) -- extension, with revision; and
Quarterly Report of Credit Card Plans (FR 2835a) --
extension, without revision.

Proposed, May 13, 1997.

Report of Commercial Paper Outstanding Placed by
Brokers and Dealers (FR 2957a) and the Report of
Commercial Paper Outstanding Placed Directly by
Issuers (FR 2957b); and Daily Report of Offering
Rates on Commercial Paper (FR 2957d) -- to
discontinue.

Proposed, May 13, 1997.

Report of Transaction Accounts, Other Deposits and
Vault Cash (FR 2900); Report of Certain
Eurocurrency Transactions (FR 2950/2951) --
extension with revision; Quarterly Report of
Selected Total Deposits and Reservable Liabilities
(FR 2910q); Annual Report of Total Deposits and
Reservable Liabilities (FR 2910a); Allocation of
Low Reserve Tranche and Reservable Liabilities
exemption (FR 2930/2930a); Daily Advance Report of
Deposits (FR 2000); and Weekly Advance Report of
Deposits (FR 2001) -- extension, without revision.

Proposed, May 13, 1997.

Uniform Application for Municipal Securities
Principal or Municipal Securities Representative
Associated with e Bank Municipal Securities Dealer;
and Uniform Termination Notice for Municipal
Securities Principal or Municipal Securities
Representative Associated with a Bank Municipal
Securities Dealer (FR MSD-4 and FR MSD-5) --
extension, with revision.

Proposed, May 13, 1997.



Applicant or notificant Acquiree or activity Section of law Reserve Bank End of comment period
First National Interim First National Bank 3 Kansas City June 27, 1997
Bancshares of Gallatin, of Gallatin,
Inc., Gallatin, MO,
Gallatin, MO First National Bank of

Gallatin,

Gallatin, MO
First National First National Community 3 Philadelphia May 10, 1997
Community Bancorp, Bank,

Inc.,
Dunmore, PA

First Security
Corporation Employee
Stock Ownership Plan,
Norcross, GA

First State Bancshares of
Blakely, Inc.,
Blakely, GA

First United Bancshares,
Inc.,
EI Dorado, AR

Firstbank Corporation,
Alma, MI

FirstFederal Financial
Services, Corp.,
Wooster, OH

FirstFederal Financial
Services, Corp.,
Wooster, OH

Dunmore, PA

First Security Corporation, 3 Atlanta May 12, 1997
Norcross, GA;

First Security National

Bank,

Norcross, GA

First State Bank of 3 Atlanta June 20, 1997
Donalsonville,
Donalsonville, GA

Fredonia Bancshares, Inc., 3 St. Louis June 30, 1997
Nacogdoches, TX, and

Fredonia State Bank,

Nacogdoches, TX

Lakeview Financial 3 Chicago June 9, 1997
Corporation,

Lakeview, MI, and

Bank of Lakeview,

Lakeview, MI

FirstFederal Bank, N.A., 3 and4 Cleveland May 12, 1997
Wooster, OH;

Mobile Consultants, Inc.,

Wooster, OH, lending

(O)(1) & (b)(2)

Summit Bancorp, Inc., 3 and 4 Cleveland May 12, 1997
Akron, OH;

Summit Bank,

Arkron, OH;

Summit Banc Investment

Corporation,

Akron, OH, investment

advisory & securities

brokerage (b)(6) and (7)



FEDERAL RESERVE BANK OF DALLAS APPLICATIONS BULLETIN

APPLICATIONS AND NOTIFICATIONS FILED DURING THE WEEK OF MAY 27, 1997

T -_ APPLICA ‘T_TO Ni P
NOTICE ONLY
APPLICATION NOTICE EXP
None.
SECTION I] - APPLICATIONS SUBJECT TO BOTH
NEWSPAPER AND FEDERAL REGISTER NOTICE
APPLICATION ** NOTICE EXP

Change in Control Notice by

Alvin L. Fields, Honey Grove, TX, et al,

to acquire an interest in

Quadco Bancshares, Inc., Ladonia, TX N/A

*Section 3(a)(1) application by

New Woodson Bancshares, Inc., Graham, TX,

to acquire Woodson Bancshares. Inc., Woodson, TX.

First State Bancorp. Inc., Carson City, NV,

and First State Bank, Graham, TX N/A

*Section 3(a)(1) application by

Bedford Bancshares, Inc., Bedford, TX. to acquire

Bedford Delaware Bancshares, Inc., Dover, DE,

and Western American National Bank, Bedford, TX 97/06/23
(Previously reported during the week of 97/05/19)

*Section 3(a)(1) application by

Bedford Delaware Bancshares, Inc., Dover, DE, to acquire

Western American National Bank, Bedford, TX 97/06/23
(Previously reported during the week of 97/05/19)

*Section 3(a)(3) applications by
Moody Bancshares, Inc., Galveston, TX, and
Moody Bank Holding Company, Reno, NV, to acquire

Bank of Galveston, N.A., Galveston, TX 97/06/23
SECTION III - APPLICATIONS SUBJECT TO FEDERAL REGISTER
NOTICE ONLY
APPLICATION NOTICE EXP

None.



Type

4()(8)

4(c)(8)

4(©)(8)

4(€)(8)

Federal Reserve Bank of Chicago

ection II] - Applications Subj F
Notice Only
Application

Caisse Nationale de Credit Agricole, S.A.
Paris, France

Dean Witter Reynolds Inc.

New York, New York

Dean Witter International, Ltd.

London, England

Credit Agricole Indosuez

Paris, France
Dean Witter Reynolds Inc.
New York, New York
Dean Witter International, Ltd.
London, England

Pinnacle Financial Services, Inc.
St. Joseph, Michigan
CB Bancorp, Inc.
Michigan City, Indiana
Community Bank, a Federal Savings Bank
Michigan City, Indiana

Pinnacle Financial Services, Inc.
St. Joseph, Michigan
Indiana Federal Corporation
Valparaiso, Indiana
Indiana Federal Bank
Valparaiso, Indiana
IndFed Financial Services, Inc.
Valparaiso, Indiana
IndFed Mortgage Company
Valparaiso, Indiana
IndFed Investment Services, Inc.
Valparaiso, Indiana
Forest Holdings, Inc.
Lisle, INinois

1

Comment Period
Ending Date

FR - 6-13-97

FR - 6-13-97

FR - 6-19-97

FR - 6-19-97



H.2A

Notice of Formations and Mergers of, and Acquisitions by, Bank Holding
Companies; Change in Bank Control

Notices Filed as of May 30, 1997

The following companies and individuals seek System approval to acquire a bank holding company,
a bank, or a nonbanking company in a transaction that is subject to the Bank Holding Company Act of
1956 (12 U.S.C. 1841 et seq.), the Change in Bank Control Act (12 U.S.C.1817(j)), Regulation Y (12
CFR Part 225), or other applicable statutes and regulations. Comments regarding the applications and
notices must be received in writing at the Reserve Bank indicated, or at the Board of Governors, no
later than the end of the public comment period. Addresses for the Board and Federal Reserve Banks
are listed at the end of this release.

The public portions of the applications and notices, as well as other related filings required by the
Board, may be obtained on an expedited basis by contacting the appropriate Federal Reserve Bank;
addresses are listed at the end of this release. Applications and notices also may be obtained from the
Board.

Section oflaw Reserve Bank End of comment period

Applicant or notificant Acquiree or activity

Ist United Bancorp,
Boca Raton, FL

Seaboard Savings Bank, 4
F.S.B.,

Stuart, FL,

operating a savings

association (b)(4)(ii)

Atlanta June 12, 1997

Reliance Financial, Inc., St. 4
Louis, MI, and

Reliance Federal Savings

and Loan

Association of St. Louis

County, St. Louis, MI,

operating a savings and

loan (b\(4)(ii)

Allegiant Bancorp, Inc., St. Louis. June 9, 1997

Clayton, MO

AMCORE Financial,
Inc.,
Rockford, IL

County Bank Shares Corp.;
State Bank of Mt. Horeb;
Mt. Horeb, WI; Belleville
Bancshares Corp.,
Belleville, WI; Montello
State Bank, Montello, WI;
State Bank of Argyle,
Argyle, WI; Citizens State
Bank, Clinton, WI,
Belleville State Bank,
Belleville, WI

3 Chicago April 22, 1997



Type
3(a)(1)

ETC G9)

3@Q)

3(a)(3)

3(@)3)

3@1)

Federal Reserve Bank of Chicago

Section Il - Applications Subject to Both N 1 Federal

Register Noti 4
Comment Period
Schonath Family Partnership, A Limited Partnership* FR - 5-30-97
Oconomowoc, Wisconsin NP - 5-16-97
InvestorsBancorp, Inc.
Pewaukee, Wisconsin
InvestorsBank (in organization)
Pewaukee, Wisconsin
InvestorsBancorp, Inc.* FR - 5-30-97
Pewaukee, Wisconsin NP - 5-16-97
InvestorsBank (in organization)
Pewaukee, Wisconsin
FBA Bancorp Inc.* FR - 6-12-97
Chicago, Illinois NP - **
First Bank of the Americas, S.S.B.
Chicago, Illinois
Central Illinois Bancorp, Inc.* FR - 6-26-97
Sidney, Illinois NP - **
First Ozaukee Capital Corporation
Cedarburg, Wisconsin
First Ozaukee Savings Bank
Cedarburg, Wisconsin
Firstbank Corporation* FR - 6-9-97
Alma, Michigan NP - 6-8-97
Lakeview Financial Corporation
Lakeview, Michigan
Bank of Lakeview
Lakeview, Michigan
Covest Bancshares, Inc.* FR - **
Des Plaines, Illinois NP - 6-30-97

Covest Bank, N.A.
(formerly First Federal Bank of Des Plaines)
Des Plaines, Illinois



Applicant or notificant

Acquiree or activity Section oflaw Reserve Bank

Midwest
Bancorporation, Inc.;
Midwest Bancshares,
Inc., and Affiliated
Employee

Stock Ownership Plan,
all of Poplar Bluff, MO.

Montgomery, Tammy
Bolton.

Golden, MS,

as Trustee for The
Weaterford Foundation
of Red Bay, Alabama,
Inc.,

Red Bay, AL

Moody Bancshares,
Inc., Galveston, TX, and
Moody Bank Holding
Company, Reno, NV

Moody Bancshares,
Inc., Galveston, TX, and
Moody Bank Holding
Company, Reno, NV

Morris Mayer
Testamentary Trust,
Walkenhorst, Dale as
Trustee,

Madison, NE

MSB Mutual Holding
Company, and MSB
Financial

Corp., both of Wall
Township, NJ

National Canton
Bancshares, Inc.,
Canton, IL

Midwest Bancshares, Inc., 3 St. Louis
Poplar Bluff, MO, and

First Midwest Bank of

Dexter, Dexter, MO; First

Midwest Bank of Piedmont,

Piedmont, MO; and Carter

County State Bank, Van

Buren, MO

Independent Bancshares, CIBC Atlanta
Inc...

Red Bay, AL,

Bank of Red Bay,

Red Bay, AL

The Bank of Galveston, 3 Dallas
NA.
Galveston, TX

The Moody National Bank 3 Dallas
of Galveston,
Galveston, TX

Madison Bancshares, Inc., CIBC Kansas City
Madison, NE,

Bank of Madison,

Madison, NE

Manasquan Savings Bank, 3 New York

Wall Township, NJ

Sturm Investment, Inc., 3 Chicago
Denver, CO,

The Union National Bank

of Macomb,

Macomb, IL

End of comment period

June 16, 1997

April 28, 1997

June 30, 1997

June 27, 1997

April 7, 1997

June 27, 1997

April 18, 1997



H.2

MAY 27, 1997 TO MAY 30, 1997

PAGE &

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

SOMPETITIVE FACTORS REPORTS

St. Louis
St. Louis
St. Louis

Kansas City

Kansas City

Dallas

St. Louis

Magna Interim Bank-Vinton, N.A., Vinton, Iowa,
proposed purchase of certain assets and assumption
of certain liabilities of the Vinton branch of
Magna Bank, FSB, Des Moines, Iowa -- report on
competitive factors.

Submitted, May 30, 1997.

Magna Interim Bank-Waterloo, N.A. Waterloo, Iowa,
proposed purchase of certain assets and assumption
of certain liabilities of the Home Plaza and
downtown Waterloo branch of Magna Bank, FSB, Des
Moines, Iowa -- report on competitive factors.

Submitted, May 30, 1997.

Mercantile Bank National Association, Hartford,
Illinois, proposed purchase of the assets and
assumption of the liabilities of four Illinois
branches of Roosevelt Bank, Chesterfield,
Missouri -- report on competitive factors.

Submitted, May 29, 1997.

Mercantile Bank of Plattsburgh, Plattsburgh,
Missouri, proposed merger with Roosevelt Bank, FSB,
Chesterfield, Missouri -- report on competitive
factors.

Submitted, May 29, 1997.

New McCurtain County National Bank, Broken Bow,
Oklahoma, proposed merger with McCurtain County
National Bank, Idabel, Oklahoma -- report on
competitive factors.

Submitted, May 29, 1997.

Norwest Bank Texas, South Central, Victoria, Texas,
proposed merger with West Columbia National Bank,
West Columbia, Texas -- report on competitive
factors,

Submitted, May 29, 1997.

Seligman Bancshares, Inc., Seligman, Missouri -~
change in bank control.
Permitted, May 30, 1997.



Federal Reserve Bank of Atlanta
Applicatio: Jetin for Week Ending May 30, 1997

- ications Subject to ice
Application Comment Period Ending Date
None.
Secti -
Newspaper and Federal Register Notice
Application ‘omment Peri
First Citizens Bancorp, Inc. 06-05-97*
Monroeville, Alabama Newspaper

Change in control notice by Mr. Charlie Deer to acquire an additional 14.77 percent of the
outstanding shares of First Citizens Bancorp, Inc., Monroeville, Alabama. The acquisition will
increase Mr. Deer’s total ownership to 24.75 percent.

ECSB Holding Company, Inc. Not yet available*

Fort Walton Beach, Florida
To merge with American National Financial Corporation, Panama City, Florida, and thereby directly
acquire First National Northwest Florida, Panama City, Florida, pursuant to Section 3(a)(5) of the
Bank Holding Company Act.

Jamestown Union Bancshares, Inc. Not yet available*
Jamestown, Tennessee

Change in control by Mr. Willard M. Johnson, as managing general partner of the WMJ/RMJ Family

Limited Partnership II, Houston, Texas (Partnership), to transfer 17.7 percent of the shares of

Jamestown Union Bancshares, Inc., Jamestown, Tennessee, currently owned directly by him, to

Partnership, pursuant to the Change in Bank Control Act of 1978.

First State Bancshares of Blakely, Inc. 06-29-97*

Blakely, Georgia Newspaper
To convert its wholly-owned thrift subsidiary, First Federal Savings Bank of Southwest Georgia,
Donalsonville, Georgia, to a state-chartered commercial bank, First State Bank of Donalsonville,
Donalsonville, Georgia, pursuant to Section 3(a)(3) of the Bank Holding Company Act.

Section 3 - Applications Subject to Federal Register Only

Application Comment Period Ending Date

None.

*Subject to the provisions of the Community Reinvestment Act.



Applicant or notificant

Reserve Bank

Acquiree or activity Section of law

End of comment period

Fields, Alvin L., Honey
Grove, TX, and
Wilburn, Ronald L., San
Antonio, TX

Fifth Third Bancorp,
Cincinnati, OH

Financial Services of St.
Croix Falls,
St. Croix Falls, WI

First Bank System, Inc.
(1),

Minneapolis, MN
CONTINUED

First Bank System, Inc.
(2),

Minneapolis, MN
CONTINUED

First Bank System, Inc.
G3),

Minneapolis, MN.
CONTINUED

Quadco Bancshares, Inc., CIBC Dallas
Ladonia, TX, and

Farmers and Merchants

State Bank,

Ladonia, TX

Suburban Bancorporation, 4 Cleveland
Inc.,

Cincinnati, OH,

Suburban Federal Savings

Bank,

Cincinnati, OH

State Bank of Dennison, 3
Dennison, MN

Minneapolis

U.S. Bancorp; U.S. Nat'l 3 and4
Bank of Oregon, Portland,
OR; U.S. Bank of
Washington, N.A., Seattle,
WA; U.S. Bank of Nevada,
Reno, NV; U.S. Bank ot
Utah, Salt Lake City, UT;
U.S. Bank of Idaho, Boise,
ID; U.S. Bank of California,
Sacremento, CA;
CONTINUED

Minneapolis

First State Bank of Oregon, 3 and 4 Minneapolis
Canby, OR; Sun Capital

Bank, St. George, UT; and

Business & Professional

Bank, Woodland, CA; West

One Trust Co., Salt Lake

City, UT; LNB Corp.,

Alameda, CA; and U.S.

Bank Trust Co., Portland,

OR, CONTINUED

personal and institutional 3 and 4 Minneapolis
trust & fiduciary activities
(b)(3); U.S. Bancorp
Insurance Agency, Inc.,
Portland, OR, insurance
agency activities (b)(8)(i)
and (vii); U.S. Trade
Services, Inc., Portland,
OR, letter of credit
activities, (b)(1)(iv);
CONTINUED

June 18, 1997

May 27, 1997

June 6, 1997

May 16, 1997

May 16, 1997

May 16, 1997



Addresses for Comments and Information Requests
Addresses for comments differ from those for information requests.

Addresses for Comments

Comments on the applications and notices may be sent to the appropriate Federal Reserve Bank or
the Board.

Federal Reserve Bank of Boston

Richard Walker, Community Affairs Officer, 600 Atlantic Avenue, Boston, MA
02106-2204

Federal Reserve Bank of New York
Betsy Buttrill White, Senior Vice President, 33 Liberty Street, New York, NY 10045-0001

Federal Reserve Bank of Philadelphia

Michael E. Collins, Senior Vice President, 100 North 6th Street, Philadelphia,
PA 19105-1521

Federal Reserve Bank of Cleveland

Jeffrey Hirsch, Banking Supervisor, 1455 East Sixth Street, Cleveland, OH
44101-2566

Federal Reserve Bank of Richmond
A. Linwood Gill, III, Assistant Vice President, 701 East Byrd Street, Richmond, VA 23261-4528

Federal Reserve Bank of Atlanta

Lois Berthaume, Vice President, 104 Marietta Street, N.W., Atlanta, GA
30303-2713

Federal Reserve Bank of Chicago

Philip Jackson, Applications Officer, 230 South LaSalle Street, Chicago, IL
60690-1413

Federal Reserve Bank of St. Louis
Randall C. Sumner, Vice President, 411 Locust Street, St. Louis, MO 63102-2034

Federal Reserve Bank of Minneapolis
Karen L. Grandstrand, Vice President, 250 Marquette Avenue, Minneapolis, MN 55480-2171

Federal Reserve Bank of Kansas City
D. Michael Manies, Assistant Vice President, 925 Grand Avenue, Kansas City, MO 64198-0001

Federal Reserve Bank of Dallas
Genie D. Short, Vice President, 2200 North Pearl Street, Dallas, TX 75201-2272

Federal Reserve Bank of San Francisco

Pat Marshall, Manager of Analytical Support, Consumer Regulation Group, 101 Market Street, San
Francisco, CA 94105-1579

Board of Governors of the Federal Reserve System
William W. Wiles, Secretary, 20th & Constitution Avenue, N.W., Washington, DC 20551-0001



Applicant or notificant

Acquiree or activity

Lauritzen Corporation

CONTINUED

Lloyds TSB Group

PLC, and Lloyds Bank
PLC,

both of London, England

Mahurin, Dixi,
Bowling Green, KY;
Mahurin, Peter and
Dixie ,

Bowling Green, KY,
acting in concert

Mansfield Bancshares,
Inc.,
Mansfield, LA

Marshall & Ilsey
Corporation,
Milwaukee, WI

MASSBANK Corp.,
Reading, MA

Mauldin, Leonard P.,
Town Creek, Alabama,
Mauldin, Macke B.,
Sheffield, Alabama, and
Mauldin, E. Fennel, Jr.,
Sheffield, Alabama, as
the MPEFM, II Limited
Partnership

North Platte, NE; and First 3
National Bank of Omaha,
Omaha, NE

TAI Holdings Inc., 4
Investment Advisers, Inc.,
Minneapolis, MN, trust

services (b)(3); investment
advisory services (b)(4);
full-service brokerage

(b)(15); foreign exchange
execution & advisory

services, and other advisory

& administrative services

First Cecilian Bancorp, Inc., CIBC
Cecilia, KY,
Cecilian Bank,

Cecilia, KY

Riverside Bancshares, Inc., 3
Logansport, LA,

and Bank of Logansport,
Logansport, LA

Security Capital 3
Corporation,

Milwaukee, WI,

Security Bank, S.S.B.,
Milwaukee, WI

Glendale Co-operative 3
Bank Bank,
Everett, MA

BanclIndependent, Inc.,
Sheffield, AL,
and Bank Independent,
Sheffield, AL

CIBC

Kansas City

New York

St. Louis

Dallas

Chicago

Boston

Atlanta

Section oflaw Reserve Bank

End of comment period

June 2, 1997

March 26, 1997

April 30, 1997

June 12, 1997

May 5, 1997

May 23, 1997

June 2, 1997



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section I - Applications Subject to

Newspaper N i
Comment Period
Application Ending Date
NONE.
FEDERAL RESERVE BANK OF MINNEAPOLIS
Section II - Applications Subject to Both
Newspaper and Federal Register Notice
Comment Period
Application Ending Date
First National Bancorp of River Falls, Inc., River Falls, Wisconsin, June 26, 1997
for prior approval to become a bank holding company (Federal Register)

through the acquisition of 100% of the voting shares of
First National Bank of River Falls, River Falls, Wisconsin. *

Ewen Bancshares, Inc., Ewen, Michigan, for prior approval June 26, 1997

to become a bank holding company through the acquisition (Federal Register)
of 100% of the voting shares of State Bank of Ewen, Ewen,

Michigan. *

State Bank of Hawley Employee Stock Ownership Plan and Trust, June 27, 1997
Hawley, Minnesota for prior approval to acquire 32.8% of the (Federal Register)

voting shares of the Bankshares of Hawley, Inc., Hawley, Minnesota. *

Cobb Limited Partnership, St. Croix Falls, Wisconsin to acquire Not yet available
control of 55.7% of the voting shares of Financial Services of
St. Croix Falls, Inc., St. Croix Falls, Wisconsin.

* Subject to CRA

FEDERAL RESERVE BANK OF MINNEAPOLIS
Section III - Applications Subject
to Federal Register Notice Only

Comment Period

Application Ending Date
Norwest Corporation, Minneapolis, Minnesota to engage in Not yet available

the residential mortgage lending business through the
acquisition of Revelation Mortgage Company of America,
Washington, D.C., a joint venture with Revelation Mortgage

Corporation.
FEDERAL RESERVE BANK OF MINNEAPOLIS
Section IV - Applications Not Subject to
Federal Register Notice or Newspaper Notice
Application

NONE.


Information Requests

The public portions of the applications and notices currently listed in this release are available on an
expedited basis from the appropriate Federal Reserve Bank. The public portion of the application also
may be obtained from the Board.

Federal Reserve Bank of Boston
Jonathan Fine (TEL: 617-973-3339; FAX: 617-973-3219)

Federal Reserve Bank of New York
Margaret Carmody (TEL: 212-720-7924; FAX: 212-720 -6628)

Federal Reserve Bank of Philadelphia
Rosanna Crosier (TEL: 215-574-6581; FAX: 215-574-4146)

Federal Reserve Bank of Cleveland
Jim Terlop (TEL: 216-579-2197; FAX: 216-579-2932)

Federal Reserve Bank of Richmond
Gaile Clark (TEL: 804-697-8825; FAX: 804-697-8283)

Federal Reserve Bank of Atlanta
Wayne Smith (TEL: 404-589-7265; FAX: 404-589-7342)

Federal Reserve Bank of Chicago
Frank Skweres (TEL: 312-322-4785; FAX: 312-322-5894)

Federal Reserve Bank of St. Louis
Cathie Windsor (TEL: 314-444-4638; FAX: 314-444-8740)

Federal Reserve Bank of Minneapolis
Paula Charles (TEL: 612-372-2982; FAX: 612-344-2702)

Federal Reserve Bank of Kansas City
Patty Biesemeyer (TEL: 816-881-2464; FAX: 816-881-2252)

Federal Reserve Bank of Dallas
Rob Jolley (TEL: 214-922-6071; FAX: 214-922-6302)

Federal Reserve Bank of San Francisco
Michael Johnson (TEL: 415-974-2995; FAX: 415-974-3031)

Board of Governors of the Federal Reserve System
Freedom of Information Office (TEL: 202-452-3684; FAX: 202-872-7562, and 202-872-7565)



FEDERAL RESERVE BANK OF MINNEAPOLIS
Section V - Availability of

CRA Public Evaluations
week ending May 30, 1997

SS RATIN

Identification of Ratings

In connection with the assessment of each insured depository institution's CRA performance, a rating is
assigned from the following groups:

OUTSTANDING RECORD OF MEETING COMMUNITY CREDIT NEEDS.

An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping to
meet the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

SATISFACTORY RECORD OF MEETING COMMUNITY CREDIT NEEDS.

An institution in this group has a satisfactory record of ascertaining and helping to meet the credit needs
of its entire delineated community, including low- and moderate-income neighborhoods, in a manner
consistent with its resources and capabilities.

NEEDS TO IMPROVE RECORD OF MEETING COMMUNITY CREDIT NEEDS.

An institution in this group needs to improve its overall record of ascertaining and helping to meet the
credit needs of its entire delineated community, including low- and moderate-income neighborhoods, in
a manner consistent with its resources and capabilities.

SUBSTANTIAL NONCOMPLIANCE IN MEETING COMMUNITY CREDIT NEEDS.
An institution in this group has a substantially deficient record of ascertaining and helping to meet the

credit needs of its entire delineated community, including low-and moderate-income neighborhoods, in a
manner consistent with its resources and capabilities.

BANK(S) EXAMINED DATE OF EXAMINATION CRA RATING

NONE.



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

Cooperative Centrale
Raiffeisen-
Boerenleenbank,
B.A., Rabobank
Nederland, Utrecht,
Netherlands; and
Smith Graham & Co.
Asset Managers L.P.,
Houston, TX

Corley, John William,
109)

Monticello, IL
CONTINUED

Corley, John William,
2)
Monticelli, IL

Covenant Bancorp, Inc.,
Haddonfield, NJ

Cox, Walter L., Sr.,
Naples, TX

Credit Suisse Group,
Zurich, Switzerland,
and Credit Suisse First
Boston Corp.,

New York, NY

Creditanstalt-
Bankverein,
Vienna, Austria

Financial advisor (b)(1) & 4
Q)

First State Bancorp of CIBC
Monticello, Inc.,
Monticello, IL

State Bank of Hammond,
Hammond, IL; First State
Bank of Monticello,
Monticello, IL; First State
Bank of Bloomington,
Bloomington, IL; First State
Bank of Heyworth,
Heyworth, IL;
CONTINUED

and First State Bank of CIBC
Atwood,
Atwood, IL.

Covenant Bank, 3
Haddonfield, NJ

Morris County Bankshares, CIBC
Incorporated,

Naples, TX;

Morris County National

Bank,

Naples, TX

TradeWeb, L.L.C., 4
data processing (b)(7)

community investments 4
(&)(6)

New York

Chicago

Chicago

Philadelphia

Dallas

New York

New York

June 17, 1997

May 16, 1997

May 16, 1997

April 22, 1997

April 30, 1997

April 16, 1997

February 24, 1997



Type

Merger & Branch

Merger & Branch

Merger & Branch

Branch

Federal Reserve Bank of Chicago

Notice Only cont'd
Comment Period
icati n
M&I Lake Country Bank NP - **

Hartland, Wisconsin
Oconomowoc, Wisconsin branch office of
M&I Marshall & Isley Bank
Milwaukee, Wisconsin
and to establish a branch at
326 East Wisconsin Avenue
Oconomowoc, Wisconsin

M&I Merchants Bank NP - **
Rhinelander, Wisconsin

Rhinelander, Wisconsin branch office of

M&I Marshall & Ilsley Bank

Milwaukee, Wisconsin

and to establish a branch at

4 South Brown Street

Rhinelander, Wisconsin

M&I First American Bank NP - **
‘Wausau, Wisconsin

Wausau, Wisconsin & Rothschild, Wisconsin branch offices of

M&I Marshall & Ilsley Bank

Milwaukee, Wisconsin

and to establish branches at

400 4th Street

Wausau, Wisconsin

2001 Steward Avenue

‘Wausau, Wisconsin

1134 Grand Avenue

Rothschild, Wisconsin

State Bank NP - 6-14-97
Everly, Iowa

301 North Main Street

Everly, Iowa



Applicant or notificant

Acquiree or activity

Section of law

F&M Bancorporation,
Inc.,

Kaukana, WI;

F&M Merger
Corporation,
Kaukana, WI

F&M Bancorporation,
Inc.,

Kaukana, WI;

F&M Merger
Corporation,
Kaukana, WI

F.N.B. Corporation,
Hermitage, PA

Fannin Bancorp, Inc.,
Employee Stock
Ownership Plan

and Trust,

Windom, TX

Farmers State Bank of
Fort Morgan, ESOP,
Fort Morgan, CO

Farmers State Holding
Company,
Marion, SD

FBA Bancorp, Inc.,
Chicago, IL

Citizen's National
Bancorporation,
Darlington, WI;

Citizen's National Bank of
Darlington,

Darlington, WI

Wisconsin Ban Corp.,
Prairie Du Chien, WI;
Prairie City Bank,

Prairie Du Chien, WI

Sun Bancorp, Inc.,
Selinsgrove, PA;

Sun Bank,

Selinsgrove, PA;
Pennsylvania Sun Life
Insurance Company,
Phoenix, AR, insurance

(6)(8)()

Fannin Bancorp, Inc.,
Windom, TX, and
Fannin Bank,
Windom, TX

FSB Bancorporation, Inc.,
Fort Morgan, CO

and Farmers State Bank,
Fort Morgan, CO

First State Financial
Services, Inc.,
Bridgewater, SD, and
First State Bank,
Bridgewater, SD

Interim First Bank, S.B.,
Chicago, IL, a de

novo bank,

First Bank of the Americas,
SSB,

Chicago, IL

3 Chicago

3 Chicago

3 and 4 Cleveland

3 Dallas

3 Kansas City
3 Minneapolis
3 Chicago

Reserve Bank

End of comment period

May 12, 1997

May 12, 1997

April 10, 1997

June 12, 1997

June 2, 1997

May 30, 1997

June 12, 1997



Applicant or notificant

Acquiree or activity

Section of law Reserve Bank

End of comment period

MAXLOU Bancshares,

Inc.,
Tahlequah, OK

McConnell, Richard J.,
Franklin, IN

Meade Bancorp, Inc.,
Brandenburg, KY

Mellon Bank
Corporation,
Pittsburgh, PA

Mellon Bank
Corporation,
Pittsburgh, OH

Mercantile
Bancorporation, Inc.,
St. Louis, MI;
Ameribane, Inc.,

St. Louis, MI

Midstate Bancorp, Inc.,
Hinton, OK

First State Bank,
Tahlequah, OK;
Liberty Finance, Inc.,
Tahlequah, OK, lending
(b)(1)

3and4

FSB Financial Corporation, | CIBC
Francisco, IN;

FSB Bank,

Francisco, IN

Bedford Loan & Deposit 3
Bancorp, Inc.,

Bedford, KY, and

Bedford Loan & Deposit

Bank,

Bedford, KY

Ist Business Corporation, 3
Los Angeles, CA, and

1st Business Bank,

Los Angeles, CA

Buck Consultants, Inc., 4
New York, NY,

employee benefits

consulting (b)(9)(ii)

Roosevelt Bank, 4

Chesterfield, MI;
Roosevelt Mortgage
Company,

Kansas City, MI, operation
of a federal savings bank
(b)(9) and mortgage
banking activities (b)(1)

Binger Agency, Inc., 3
Binger, OK;

First Community Bank.

Binger, OK

Kansas City

St. Louis

St. Louis

Cleveland

Cleveland

St. Louis

Kansas City

April 11, 1997

March 21, 1997

June 20, 1997

May 30, 1997

May 27, 1997

May 8, 1997

May 8, 1997



H.2

MAY 27, 1997 TO MAY 30, 1997

PAGE 4

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

GANS MOLDING COMPANIES
Boston

Cleveland

Cleveland

Dallas

Dallas

New York

Philadelphia

Minneapolis

MassBenk Corp., Readi Massachusetts -- to acquire
Glendale Co-eperative Bank, Everett, Massachusetts.
» May 29, 1997.

Mid Am, Bowling Green, Ohio -- to acquire NFI
Investaents Corp., Bryan, Ohio.
Approved, May 28, 1997.

PHS Bancorp, M.H.C., Beaver Falls, Pennsylvania -- to
acquire Peoples Home Savings Bank.
Approved, May 27, 1997.

Prenier Bancshares, Inc., La Grange, Texas, and
Premier Holdings Nevada, Inc., Carson City,
Nevada -- to acquire Citizens State Bank,
Heapstead, Texas.

Approved, May 27, 1997.

Southwest Bancorporation of Texas, Houston, Tex:
waiver of application to acquire Pinemont Bank,
Houston, Texas.

Granted, May 28, 1997.

Summit Bancorp, Princeton, New Jersey -- to merge
with Collective Bancorp, Inc., Egg Harbor City, New
Jersey, and acquire Collective Bank, and engage in
operating a federal savings bank.

Approved, May 29, 1997.

Susquehanna Bancshares, Inc., Lititz, Pennsylvania --
to acquire Founders Bank, Bryn Mawr, Pennsylvania.
Approved, May 27, 1997.

TCF Financial Corporation, Minneapolis, Minnesota --
to engage in leasing personal property through the
acquisition of Winthrop Resources Corporation,
Minnetonka, Minnesota.

Approved, May 30, 1997.



FEDERAL RESERVE BANK OF SAN FRANCISCO

Week ending 5/30/97
Section I - ications Subj i Notice 0
licati C Period Ending D
None
. 7 . .
Se ee aan Subject Balk i E Register Noti
Neighborhood Bancorp, San Diego, California, to Newspaper: Not available
become a bank holding company by acquiring
Neighborhood National Bank (In Organization), Fed. Reg.: 6/23/97
San Diego, California. *
Randall M. Proctor, Sandy, Oregon, to increase Newspaper: Not available
his ownership up to 24.0 percent of CCB Financial
Corporation, Sandy, Oregon. * Fed. Reg.: Not available

None

None

* Subject to CRA.



SECTION IV _- APPLICATIONS NOT SUBJECT TO FEDERAL REGISTER NOTICE
OR NEWSPAPER NOTICE

APPLICATION

None.

* SUBJECT TO CRA.
** EXPIRATION DATE IS THE DATE SPECIFIED IN THE NEWSPAPER NOTICE ONLY.
N/A - NOT AVAILABLE AT THIS TIME.



Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

Parkway Bancorp, Inc.,
Harwood Heights, IL,
and Parkway
Acquisition Corporation,
Harwood Heights, IL

Patel, Susma;Patel
(Suku), Suketu
Madhusudan; Patel
(Perry), Parimal
Kantibhai; Amin, Bharat
Muljibhai, London,
England; and King,
Dennis John Lloyd,
Surrey, England;
collectively, as the Patel
Group

PBT Bancshares, Inc.,
McPherson, KS

Penns Woods Bancorp,
Inc.,
Williamsport, PA

Peoples Bank
Employee Stock
Ownership Trust,
Marion, KY

Peoples Financial
Services, Inc.,
Hamtramck, MI

Peoples-Marion
Bancorp, Inc.,
Marion, KY

PHS Bancorp, M.H.C.,
Beaver Falls, PA

Pierce County Bancorp,
Tacoma, WA

Jefferson Holding Corp.,
Chicago, IL;

Jefferson State Bank,
Chicago, IL

First Bankshares, Inc.,
Longwood, FL, and

First National Bank of
Central Florida, Longwood,
FI

Yoder Bankshares, Inc.,
Yoder, KS, and Farmers
State Bank,
Yoder, KS

Columbia Financial
Corporation,
Bloomsburg, PA;

First Columbia Bank &
Trust Company,
Bloomsburg, PA

Peoples-Marion Bancorp,
Inc.,
Marion, KY

Peoples State Bank,
Hamtramck, MI

The Peoples Bank,
Marion, KY

Peoples Home Savings
Bank,
Beaver Falls, PA

Pierce Commercial Bank,
Tacoma, WA

3

CIBC

Chicago

Atlanta

Kansas City

Philadelphia

St. Louis

Chicago

St. Louis

Cleveland

San Francisco

End of comment period

April 21, 1997

May 30, 1997

June 6, 1997

April 25, 1997

June 12, 1997

May 23, 1997

June 12, 1997

May 1, 1997

April 21, 1997



Satisfactory record of meeting community credit needs.

An institution in this group has a satisfactory record of ascertaining
and helping to meet the credit needs of its entire delineated
community, including low- and moderate- income neighborhoods,
in a manner consistent with its resources and capabilities.

Needs to improve record of meeting community credit needs.
An institution in this group needs to improve its overall record
of ascertaining and helping to meet the credit needs of its entire
delineated community, including low- and moderate income
neighborhoods, in a manner consistent with its resources and capabilities.
Substantial noncompliance in meeting community credit needs.
An institution in this group has a substantially deficient .
record of ascertaining and helping to meet the credit needs of its entire
delineated community, including low- and moderate- income
neighborhoods, in a manner consistent with its resources and capabilities.
Week Ending M: 1 7
NAME OF BANK RATING MINAT!

None.

1/ Subject to provisions of Community Reinvestment Act.
2/ Later of dates specified in newspaper and Federal Register notices.
3/ Date specified in newspaper notice; a later date may be specified in
the Federal Register notice.
4/ Date specified in Federal Register notice; a later date may be
specified in the newspaper notice.
/A - Not Available

D.

T.



Applicant or notificant Acquiree or activity Section oflaw Reserve Bank End of comment period

Dresdner Bank extending credit & 4 New York June 17, 1997
AG,Frankfurt, servicing loans (b)(1),

Germany, and Dresdner leasing personal/real

Kleinwort Benson, property (b)(3), trust

New York, NY company functions (b)(5),

financial/investment advisor
(b)(6); agency transactional
services for customer
investment (b)(8); &
management consulting &
conseling (b)(9)

DUNN Investment Co., Dunn Shares, Inc., 3 Chicago May 16, 1997
Eagle Grove, IA Eagle Grove, IA;

Security Savings Bank,

Eagle Grove, IA;

and F&M Shares Corp.,

Eagle Grove, IA;

Farmers & Merchants

Savings Bank,

Manchester, IA

Eagle Investment Eagle Bank, 3 Minneapolis June 13, 1997
Company, Inc., Glenwood, MN

Glenwood, MN

ECSB Holding American National 3 Atlanta June 27, 1997
Company, Inc., Financial Corporation,

Fort Walton Beach, FL Panama City, FL and

First National Bank
Northwest Florida,
Panama City, FL

Eden Financial The First State Bank of 3 Dallas March 24, 1997
Corporation, Rankin,

San Angelo, TX Rankin, TX

Ewen Bancshares, Inc., State Bank of Ewen, 3 Minneapolis June 26, 1997
Ewen, MI Ewen, MI

Exchange Bankshares The Farmers and Merchants = 3 Kansas City May 2, 1997
Corporation of Kansas, State Bank,

Atchison, KS Effingham, KS



Applicant or notificant

Acquiree or activity Section of law

Reserve Bank

End of comment period

Hendricks, Randall J. ,
Elsie, NE;

and Orr, Warren ,
North Platte, NE

Hohl Financial, Inc.,
Wahoo, NE

Huntington Bancshares,
Inc.,

Columbus, OH
CONTINUED

Huntington Bancshares,
Inc., Columbus, OH,
Huntington Capital
Corp.,

Columbus, OH
CONTINUED

Hyder, Ronald Hollis,
and McNabb, Garry
Wayne, both

of Livingston, TN, as co-
trustees of the Melissa
Lynn Oakley 1996 Trust

Imperial Bancorp,
Inglewood, CA

Industrial Bank of
Japan, Ltd.,
Tokyo, Japan

Intra Financial
Corporation,
Clyde, KS

Elsie, Inc., CIBC
Elsie, NE;

Commercial State Bank,

Elsie, NE

Wahoo State Bank, 3
Wahoo, Nebraska

The Chase Manhattan 4
Corp., Bankers Trust New

York Corp., Citicorp and
Security Pacific Corp. (75.

Fed. Res. Bull. 192 (1989)

underwriting & dealingtoa 4
limited extent in all types of
debt securities, including
corporate debt, sovereign

debt securities, mortgage
revenue bonds, mortgage-
backed and consumer-
receivable securities J.P.

Morgan & Co.,

CONTINUED

First Holding Company, CIBC
Inc.,

Livingston, TN,

First National Bank of the
Cumberlands,

Livingston, TN

Imperial Bank Arizona, 3
Phoenix, AZ

Aubrey G. Lanston & Co., 4
Inc.,

New York, NY, securit.. >
activities (b)(7); data

processing (b)(14);

financial & investment

activities (b)(6); and
underwriting (b)(8)

Peoples Bancorp of 3
Belleville, Inc.,

Belleville, KS, and

Peoples Bank of Belleville,
Belleville, KS

Kansas City

Kansas City

Cleveland

Cleveland

Atlanta

San Francisco

New York

Kansas City

March 14, 1997

May 16, 1997

June 17, 1997

June 17, 1997

June 2, 1997

May 1, 1997

May 12, 1997

June 20, 1997


FEDERAL RESERVE BANK OF PHILADELPHIA

SECTION V - AVAILABILITY OF CRA PUBLIC EVALUATIONS

The following institutions were examined for CRA. The 30-business day period the bank has to make
the evaluation public has lapsed during the week ending May 30, 1997.

Identification of Ratings
In connection with the assessment of each insured depository institution's CRA performance, a rating
is assigned from the following groups:

Outstanding record of meeting community credit needs.

An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping
to meet the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

Satisfactory record of meeting community credit needs.

An institution in this group has a satisfactory record of ascertaining and helping to meet the credit
needs of its entire delineated community, including low- and moderate-income neighborhoods, in a
manner consistent with its resources and capabilities.

Needs to improve record of meeting community credit needs.

An institution in this group needs to improve its overall record of ascertaining and helping to meet
the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

Substantial noncompliance in meeting community credit needs.

An institution in this group has a substantially deficient record of ascertaining and helping to meet the
credit needs of its entire delineated community, including low- and moderate-income neighborhoods,
in a manner consistent with its resources and capabilities.

Bank/Location Examination Date CRA Rating
Farmers Trust 01/13/97 Satisfactory

817 Cumberland Street
Lebanon, PA 17042



H.2

MAY 27, 1997 TO MAY 30, 1997

PAGE 3

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

New York

Cleveland

Richmond

RANK HOLDING COMPANIES

New York

Kansas City

Director, BS&R

Cleveland

San Francisco

Atlanta

Chase Manhattan Bank, New York, New York -- to
establish a branch at 1755 University Avenue,
Bronx, New York.

Approved, May 30, 1997.

PremierBank & Trust, Elyria, Ohio -- to establish a
branch at Sheffield Crozsing, 5231 Detroit Road,
Sheffield Village, Ohio.

Approved, May 29, 1997.

Virginia Commerce Bank, Arlington, Virginia -- to
establish a branch at 5140 Duke Street, Alexandria,
Virginia.

Approved, May 27, 1997.

Commerzbank Aktiengesellischaft, Frankfurt Am Main,
Germany -- to engege de novo in financial and
investment advisory activities through Commerce
Futures Corporation, Chicago, Illinois.

Approved, May 30, 1997.

Commercial Guaranty Bancshares, Inc., Shawnee
Mission, Kansas -- to engage de novo in acting as
agent for the private placement of securities.

Permitted, May 29, 1997.

First Union Capital Markets Corporation, Charlotte,
North Carolina -- to underwrite and deal in equity
securities subject to certain conditions.

Approved, May 28, 1997.

GLB Bancorp, Inc., Mentor, Ohio -- to acquire Great
Lakes Bank.
Approved, May 30, 1997.

Imperial Bancorp, Inglewood, California -- to acquire
Imperial Bank Arizona, Phoenix, Arizona.
Approved, May 29, 1997.

Louisiana Bancshares, Inc., Baton Rouge, Louisiana --
to acquire Louisiana Bank and Trust Company.
Approved, May 30, 1997.


RESERVE BANK APPLICATIONS BULLETIN ______ Fer week ending May 30, 1997

FEDERAL RESERVE BANK OF ST. LOUIS

TI - AVA ILITY OF PUBLIC DISCL(
Identification i
Outstanding record of meeting community credit needs
An institution in this group has an outstanding record of, and is a leader in, ascertaining and helping
to meet the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.
Satisfactory record of meeting community credit needs
An institution in this group has a satisfactory record of ascertaining and helping to meet the credit
needs of its entire delineated community, including low- and moderate-income neighborhoods, in a
manner consistent with its resources and capabilities.
Needs to improve record of meeting community credit needs
An institution in this group needs to improve its overall record of ascertaining and helping to meet
the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.
Substantial noncompliance in meeting community credit needs
An institution in this group has a substantially deficient record of ascertaining and helping to meet

the credit needs of its entire delineated community, including low- and moderate-income
neighborhoods, in a manner consistent with its resources and capabilities.

ank RSSD Name of Bank Bank Address Examination | Examination|
Number Date Rating

a

None



H.2A

Notice of Formations and Mergers of, and Acquisitions by, Bank Holding
Companies; Change in Bank Control

Notices Filed since the H.2A dated May 30, 1997

The following companies and individuals seek System approval to acquire a bank holding company,
a bank, or a nonbanking company in a transaction that is subject to the Bank Holding Company Act of
1956 (12 U.S.C. 1841 et seq.), the Change in Bank Control Act (12 U.S.C.1817(j)), Regulation Y (12
CFR Part 225), or other applicable statutes and regulations. Comments regarding the applications and
notices must be received in writing at the Reserve Bank indicated, or at the Board of Governors, no
later than the end of the public comment period. Addresses for the Board and Federal Reserve Banks
are listed at the end of this release.

The public portions of the applications and notices, as well as other related filings required by the
Board, may be obtained on an expedited basis by contacting the appropriate Federal Reserve Bank;
addresses are listed at the end of this release. Applications and notices also may be obtained from the

Board.

Applicant or notificant

Acquiree or activity

Altus NBC Corporation,
Inc., Oklahoma City,
OK

City Bancorp,
Springfield, MO

Cobb Limited
Partnership, St. Croix
Falls, WI

Commercial Bancshares
of Ozark, Inc., Ozark,
AL

CoVest Bancshares,
Inc.,
Des Plaines, IL

NBC Corporation, Inc., 4
Oklahoma City, OK, and

NBC Technologies, Inc.,
Oklahoma City, OK

providing data

processing services (b)(14)

THE BANK, Springfield, 3
MO, a de novo bank

Financial Services of St.
Croix Falls, Inc., St. Croix
Falls, WI, and First
National Bank of St. Croix
Falls, St. Croix Falls, WI

CIBC

The Commercial Bank of 3
Ozark,
Ozark, AL

CoVest Banc, N.A. 3
(formerly known as First

Federal Bank for Savings),

Des Plaines, IL

Section of law Reserve Bank

End of comment period

Kansas City

St. Louis

Minneapolis

Atlanta

Chicago

June 25, 1997

July 3, 1997

June 23, 1997

July 3, 1997

July 3, 1997



Type

Merger & Branch

Merger & Branch

Merger & Branch

Merger & Branch

Branch

Branch

Federal Reserve Bank of Chicago

i - Applicati j N
Notice Only
Comment Period
Application Ending Date
Old Kent Bank NP - 5-30-97
Grand Rapids, Michigan

Old Kent Bank
Elmhurst, Illinois
and to establish 26 branches

M&I Bank of Fox Valley NP - **
Appleton, Wisconsin

5 branch offices of M&I Marshall & Ilsley Bank

Milwaukee, Wisconsin

and to establish 5 branches

M&I Bank Northeast NP - **
Green Bay, Wisconsin

10 branch offices of M&I Marshall & Ilsley Bank

Milwaukee, Wisconsin

and to establish 10 branches

M&I Bank of Eagle River NP - **
Eagle River, Wisconsin

Eagle River, Wisconsin & Three Lakes, Wisconsin branches of

M&I Marshall & Ilsley Bank

Milwaukee, Wisconsin

and to establish branches at

633 North Railroad Street

Eagle River, Wisconsin

624 Anderson Street

Three Lakes, Wisconsin

1st Source Bank NP - 6-23-97
South Bend, Indiana

801 West Wayne Avenue

Middlebury, Indiana

Prairie Bank & Trust Company NP - 6-20-97
Bridgeview, Illinois

Caton Farm Road and Route 59

Joliet, Illinois


H.2

MAY 27, 1997 TO MAY 30, 1997

PAGE 2

ACTIONS TAKEN BY THE BOARD OF GOVERNORS

ENFORCEMENT

INTERNATIONAL OPERATIONS

REGULATIONS AND POLICIES

Bank of Yokohama, Ltd., Yokohama, Japan (Ne
Branch) -- order of assessment of a caval money
Breed ete eee oepahike Areki, an officer and
ution-affiliated par:
artic iion at iste © ty of the New York Branch

Announced, May 30, 1997.

MBNA America Bank, N.A., Wilmington, Delaware -- to
invest in MBNA International Bank, Ltd., Chester,
England, and to establish a branch of MBNA
International in Dublin, Republic of Ireland.

Approved, May 27, 1997.

Retail Fees and Services of Depository Institutions--
annual report to the Congress.
Approved, May 29, 1997.

ACTIONS TAKEN BY THE STAFF AND THE FEDERAL RESERVE BANKS
UNDER DELEGATED AUTHORITY

ABBREVIATIONS: BS&R - Banking Supervision and Regulation; C&CA - Consumer and

Community Affairs; FOMC -

Federal Open Market Committee; FRBO - Federal Reserve

Bank Operations; IF - International Finance; OSDM - Office of Staff Director

for Management

BANK BRANCHES, DOMESTIC

Atlanta

Secretary

AmSouth Bank of Tennessee, Chattanooga, Tennessee --
to establish a branch at 2017 Mallory Lane,
Franklin, Tennessee.

Approved, May 27, 1997.

Bank of Boulder, Boulder, Colorado -- to establish a
branch at the intersection of McCaslin Boulevard
and Centenniel Parkway, Louisville, Colorado.

‘Approved, May 30, 1997.



Applicant or notificant

Acquiree or activity Section of law Reserve Bank

End of comment period

Arrendale, Thomas A.,
IH, Gainesville, GA,
Bussey, Cynthia A.,
Atlanta, GA, and
Arrendale, Nelle,
Clarkesville, GA, as
partners in the
Arrendale Undiversified
Family Limited
Partnership,

Baldwin, GA

Banco Bilbao Vizcaya,
S.A.,
Bilbao, Spain

Bancorp Hawaii, Inc.,
Honolulu, HI

Bancorp of New Glarus,
Inc.,
New Glarus, WI

Bank of Idaho Holding
Company,
Idaho Falls, ID

Bank of New York
Company, Inc.,
‘New York, NY

BanPonce Corporation,
Hato Rey, PuertoRico;
Popular International
Bank, Inc.,

Hato Rey, Puerto Rico;
and BanPonce Financial
Corp.,

Wilmington, DE

Habersham Bancorp,
Cornelia, GA, and
Habersham Bank,
Clarkesville, GA

CIBC Atlanta

BBV LatInvest Securities 4
Inc.,

New York, NY,

securities activities (b)(1),

(b)(4), (b)(15), and (b)(16)

New York

CU Bancorp, 3
Encino, CA;

California United Bank,

Encino, CA

San Francisco

The Bank of New Glarus, 3
New Glarus, WI

Chicago

Bank of Eastern Idaho, 3
Idaho Falls, 1A

San Francisco

State Street Boston
Corporation,

Boston, MA;

State Street Bank and Trust
Company,

Boston, MA,

trust, securities and data
processing activities (b)(3),
(6)(4), and (b)(7)

3 and 4 New York

CBC Bancorp, Ltd., 3
Chicago, IL;

Capitol Bank of Westmont,
Westmont, IL;

Chicago Bank and Trust,
Chicago, IL.

New York

June 5, 1997

March 4, 1997

May 5, 1997

June 6, 1997

June 9, 1997

March 14, 1997

April 21, 1997



Federal Reserve Bank of Chicago
Section V_- Availability of CRA Public Evaluations

The following state member banks have been examined by the Federal Reserve Bank of Chicago for
compliance with the CRA. The 30-business day period the bank has to make the evaluation public has lapsed
during the week ending May 30, 1997. If you are interested in obtaining a copy of the evaluation document,
please contact the bank(s) directly.

ificati tings

o- An institution in this group has an outstanding record of, and is a leader in,
ascertaining and helping to meet the credit needs of its entire delineated community,
including low- and moderate-income neighborhoods, in a manner consistent with its
resources and capabilities.

S- An institution in this group has a satisfactory record of ascertaining and helping
, to meet the credit needs of its entire delineated community, including low- and
moderate-income neighborhoods, in a manner consistent with its resources and
capabilities.

NI- An institution in this group has a needs to improve its overall record of ascertaining
and helping to meet the credit needs of its entire delineated community, including
low- and moderate-income neighborhoods, in a manner consistent with its resources
and capabilities.

SN - -+ An institution in this group has a substantial noncompliance record of ascertaining
: . and helping to meet the credit needs of its entire delineated community, including
low- and moderate-income neighborhoods, in a manner consistent with its resources
cand capabilities.

BANK NAME/LOCATION EXAMINATION DATE RATINGS
Linden State Bank 2/03/97 ce)

100 North Meridan
Linden, Indiana 47955
(317) 339-4646

RSSD# 157744

The Home Trust and Savings Bank 2/03/97 NI
628 Main Street

Osage, lowa 50461-1308

(515) 732-3763

RSSD# 60545

F&M Bank Northeast 1/21/97 ie)
160 East Pulaski Street

Pulaski, Wisconsin 54162

(414) 822-3225

RSSD# 282141



Bank/Location RSSD#
Unita County State Bank = 85052

128 North Birch Street
Mountain View, Wyoming

*Application is subject to CRA.

Exam Date

2-27-97

CRA Public
—Date

5-30-97

CRA
—Rating_

Substantial
Noncompliance



Federal Reserve Bank of Chicago

Section L- Applications Subj N
‘Notice Only cont’d

Type Application

Merger & Branch Mé&l Bank of Racine

Racine, Wisconsin
Racine, Wisconsin branch office of
M&I Marshall & Isley Bank
Milwaukee, Wisconsin
and to establish branches at
468 College Avenue
Racine, Wisconsin
4100 Durand Avenue
Racine, Wisconsin
3215 Douglas Avenue
Racine, Wisconsin
5100 Washington Avenue
Racine, Wisconsin

Merger & Branch Quad City Bank & Trust Company
Bettendorf, Iowa
Quad City Bank & Trust Company-Illinois (in organization)
Moline, Illinois
and to establish a branch at
3551 Seventh Street
Moline, Illinois

Branch Bank of Lenawee
Adrian, Michigan
450 East Michigan Avenue
Saline, Michigan

NP - Newspaper
FR - Federal Register
* - Subject to Provisions of Community Reinvestment Act

** ~ Not available at this time

Comment Period

Ending Date
NP - **

NP - 4-30-97

NP - 5-31-97



FEDERAL RESERVE BANK OF BOSTON APPLICATIONS
NEWSPAPER NOTICE ONLY
Application Comment Period Ending Date

NONE

NONE

Application i in e
NONE
v- NOT.
FEDERAL REGISTER OR NEWSPAPER NOTICE
Appli .
NONE
v_- EF Vi
. . Examinati on Date Rating**
. _ NONE
ION VI_- APP TION

Effective April 21, 1997, information regarding the comment periods associated with
applications and notices submitted to the Federal Reserve Bank of Boston for
processing under section 3 and 4(c) (8) of the Bank Holding Company Act of 1956, as
amended, will be available 24 hours a day by calling the following

toll-free number 1-800-896-9480.

*Subject to CRA.

**Rating Definitions: "O" - Outstanding; "S" - Satisfactory; "N" - Needs to
Improve; "SN" - Substantial Noncompliance


Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank

End of comment period

Lane, Richard E.(1);
McFadin, Nick, Jr.;
Krause, Charles

F.; Rockwald Ltd.;
Wolff, Gary W.;
Meadows, Gilbert R.; G.
G. Gale Family
Partners, Ltd.; BGG
Associates, LC;
Schroeder, George F.;
all of San Antonio, TX;
CONTINUED

Lane, Richard E.(2),
San Antonio, TX;
Garrett, Michael L.
Garrett; Jack B.
Sommerfield Defined
Benefit Pension Plan,
both of Dallas, TX;
Wolff, George A.;
Friddle, Paul R., both of
Boerne, TX;
CONTINUED

Lane, Richard E.(3),
San Antonio, TX;
Garrett, J. Patrick; and
McDonie, Karen
Wynne,

Both of Houston, TX

Lashute, Ronald J.,
Opelousas, LA

Lauritzen Corporation
),

Omaha, NE
CONTINUED

South Texas Capital Group,
Inc.,

San Antonio, TX;

Plaza International Bank,
N.A.,

San Antonio, TX;
CONTINUED

South Texas Capital Group,
Inc.,

San Antonio, TX;

Plaza International Bank,
N.A.,

San Antonio, TX;
CONTINUED

South Texas Capital Group,
Inc.,

San Antonio, TX;

Plaza International Bank,
NA.,

San Antonio, TX

American Bancorp, Inc.,
Opelousas, LA

and American Bank &
Trust Company,
Opelousas, LA

First National of Nebraska,
Inc., Omaha, NE, & First
Nat'l Bank of Kansas,
Overland Park, KS; First
Nat'l Bank and Trust Co.,
Columbus, NE; Fremont
Nat'l Bank, Fremont, NE;
Platte Valley State Bank,
Kearney, NE; First Nat'l
Bank,

CONTINUED

Dallas

Dallas

Dallas

Atlanta

Kansas City

May 2, 1997

May 2, 1997

May 2, 1997

May 23, 1997

June 2, 1997



Applicant or notificant

Acquiree or activity

Section of law

Reserve Bank

End of comment period

Edgar County Banc
Shares, Inc.,
Paris, IL

F & M Bancorporation,
Inc., Kaukauna, WI,
and F & M Merger
Corporation, Kaukauna,
wi

First Bank System, Inc.,
Minneapolis, MN

Lauritzen Corporation,
Omaha, NE

Norma McLane-Smith
Family Limited
Partnership,

Poplar Bluff, MO

Norwest Corporation,
Minneapolis, MN

Norwest Corporation,
Minneapolis, MN

Norwest Corporation,
Minneapolis, MN

Kansas Banc Corporation,
Kansas, IL, and Kansas
State Bank, Kansas, IL, and
Edgar County Bank & Trust
Co., Paris, IL

Clear Lake Bancorp, Inc.,
Clear Lake, WI, and
Landmark Bank, Clear
Lake, WI

First Bank National
Association, Fargo, ND

First National of Nebraska,
Inc., Omaha, NE, and First
National Bank South
Dakota, Yankton, SD; First
National Bank, Fort Collins,
CO; Union Colony Bank,
Greeley, CO; and The Bank
of Boulder, Boulder, CO

Midwest Bancorporation,
Inc.; Midwest Bancshares,
Inc., Poplar Bluff, MI; First
Midwest Bank of Piedmont,
Piedmont,

MIi; First Midwest Bank of
Dexter, Dexter, MI; and
Carter County State Bank,
Van Buren, MI

Myers Bancshares, Inc.,
Dallas, TX, and Continental
State Bank, Boyd, TX

Woodhaven National
Bank, Fort Worth, TX

Norwest Ventures, Inc., Des
Moines, MN, residential
mortgage lending (b)(1) and
(b)(2)

3

3

Chicago

Atlanta

Minneapolis

Kansas City

St. Louis

Minneapolis

Minneapolis

Minneapolis

June 30, 1997

July 3, 1997

July 3, 1997

June 20, 1997

July 3, 1997

July 3, 1997

July 3, 1997

June 23, 1997


Applicant or notificant

Acquiree or activity

Section oflaw Reserve Bank

End of comment period

BanPonce Corporation,
and

Poplar International
Bank, Inc.,

both of Hato Rey,
Puerto Rico

Bedene, John B.,
Bedene, Bruce Fowler,
Bualle, Becky Suzanne,
and Bedene, Barry
William, as co-trustees
of the Trust Estate
established by the Will
of John H. Bedene,
Deceased, all of Arma,
KS

Bedford Bancshares,
Bedford, TX, and
Bedford Delaware
Bancshares, Inc.,
Dover, DE

Biggs, Danny; Grimes,
Merlin & Nelva; ED&J,
Inc.; Carr, Ronald &
Carol; Sell, Steven J.;
Schenk, Schenk; Call,
Dennis; and Southland,
R. Joe, Great Bend,
Kansas

Binger Agency, Inc.,
Binger, OK

BNB Bancorp, Inc.,
Brookville, OH

BonState Bancshares,
Inc.,

Bonham, TX,

and Bonham Financial
Services, Inc.,

Dover, DE
CORRECTION

National Bancorp, Inc.,
Streamwood, IL;
AmericanMidwest Bank
and Trust,

Melrose Park, IL

Bedene Insurance Agency,
Inc.,

Arma, KS, and

The First State Bank,
Arma, KS

Western American National
Bank,
Bedford, TX

First Wakeeney Agency,
Inc., Great Bend,

KS, and Interstate Bank,
Great

Bend, KS

Midstate Bancorp, Inc.,
Hinton, OK, and
Legacy Bank TC,
Blanchard, OK, and
Legacy Bank,

Hinton, OK

Brookville National Bank,
Brookville, OH

Bonham State Bank,
Bonham, TX

CIBC

CIBC

New York

Kansas City

Dallas

Kansas City

Kansas City

Cleveland

Dallas

April 21, 1997

June 18, 1997

June 23, 1997

May 30, 1996

June 20, 1997

April 28, 1997

April 25, 1997



Applicant or notificant

Acquiree or activity Section of law

Reserve Bank

End of comment period

CB Bancorp, Inc.,
Higginsport, OH

CCB Financial
Corporation,
Durham, NC

Central Illinois Bancorp,
Sidney, IL

Century Bancorp, MHC,
Bridgeton, NJ;

and Century Bancorp,
Inc.,

Bridgeton, NJ

CH and JD Byrum, LLC,
Indianapolis, IN

Citizens Bancorp,
Corvallis, OR

Citizens Banking
Corporation,
Flint, MI

The Citizens Bank, 3
Higginsport, OH

American Federal Banks, 4
F.S.B.,

Greenville, SC, mortgage
lending; acting as agent in
the sale of certain credit
related insurace; savings
association; and brokerage
services (b)(1)(iii), (8)(i),
(9), and (15)

First Ozaukee Capital 3
Corporation,

Cedarburg, WI, and

First Ozaukee Savings

Bank,

Cedarburg, WI

Century Savings Bank, 3
Bridgeton, NJ

American State Bank, 3
Lawrenceburg, IN;

American State Corporation,
Lawrenceburg, IN

Citizens Bank, 3
Corvallis, OR

CB Financial Corporation, 3
Jackson, MI;

CB North,

Charleviox, MI;

City Bank & Trust,

Jackson, MI;

City Bank,

Saint Johns, MI

Cleveland

Richmond

Chicago

Philadelphia

Chicago

San Francisco

Chicago

March 24, 1997

May 16, 1997

June 26, 1997

May 1, 1997

April 14, 1997

April 7, 1997

May 8, 1997



FEDERAL RESERVE BANK OF PHILADELPHIA

SECTION I - APPLICATIONS RECEIVED AND SUBJECT TO NEWSPAPER.
NOTICE ONLY

Northumberland Bancorp, Dunmore, PA to become a bank holding company through the acquisition
of The Northumberland National Bank, Northumberland, PA, pursuant to Section 3(a)(1)RN of the
Bank Holding Company Act.

Newspaper comment period expires: 05/028/97

SECTION II - APPLICATIONS RECEIVED AND SUBJECT TO BOTH NEWSPAPER
AND FEDERAL REGISTER NOTICE

*Fulton Financial Corp, Lancaster, PA to acquire 100 percent of the voting shares of The Peoples
Bank of Elkton, Elkton, MD., pursuant to Section 3(a)(3) of the Banking Holding Company Act.

Newspaper comment period expires: 06/23/97
Federal Register comment period expires:  N/Avail

*The state for Peoples Bank of Elkton was noted incorrectly on last weeks report. The correct state
should have been Maryland.

SECTION Ill - APPLICATIONS RECEIVED AND SUBJECT TO FEDERAL
REGISTER NOTICE ONLY

NONE

SECTION Iv - APPLICATIONS RECEIVED AND NOT SUBJECT TO FEDERAL
REGISTER NOTICE OR NEWSPAPER

Penncore Financial Services Corporation, Newtown, PA for a Determination of Application
Requirement related to its acquisition of ML Bancorp, Inc., and, indirectly, its wholly-owned
subsidiary, Main Line Bank, both of Villanova, PA, pursuant to Section 3 of the Bank Holding
Company Act.