<PAGE>

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

                                   FORM 10-K

(Mark One)
[X]  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the fiscal year ended December 31, 1997
                                      or
[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]
For the transition period from _______________ to ________________

                         Commission file Number 0-18283
                                                -------
                              PINNACLE BANC GROUP, INC.

             (Exact name of registrant as specified in its charter)
              Illinois                                     36-3190818
              --------                                     ----------
    (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                   Identification No.)

      2215 York Road, Suite 306, Oak Brook, Illinois              60523
      -----------------------------------------------------------------
     (Address of principal executive offices)                  (Zip Code)

       Registrant's telephone number, including area code (630) 574-3550

         Securities registered pursuant to Section 12(b) of the Act:

                Title of each class          Name of each exchange on 
                                                which registered
                      None                            None
                      ----                            ----

             Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock, $3.12 par value
                          -----------------------------
                                 (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.

             [X] Yes     [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 
405 of Regulation S-K is not contained herein, and will not be contained, to 
the best of registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K. [ ] 

The aggregate market value of the voting stock held by non-affiliates of the 
registrant at March 17, 1998, was approximately $148,212,000.

As of March 17, 1998, the registrant had 7,507,523 shares outstanding of 
common stock, $3.12 par value.

Parts of the 1997 Annual Report to Stockholders have been incorporated by 
reference into Part II of the Form 10-K.  Parts of the Proxy Statement to 
Stockholders for the Annual Meeting to be held on April 21, 1998 have been 
incorporated by reference into Part III of the Form 10-K. 

<PAGE>

                             FORM 10-K TABLE OF CONTENTS

PART I
Item 1.   Business..........................................................   1
Item 2.   Properties........................................................   4
Item 3.   Legal Proceedings.................................................   5
Item 4.   Submission of Matters to a Vote of Security Holders...............   5

PART II
Item 5.   Market for Registrant's Common Equity and Related Stockholder 
            Matters.........................................................   5
Item 6.   Selected Financial Data...........................................   6
Item 7.   Management's Discussion and Analysis of Financial Condition and
            Results of Operations...........................................   6
Item 7A.  Quantitative and Qualitative Disclosures about Market Risk........   6
Item 8.   Financial Statements and Supplementary Data.......................   6
Item 9.   Disagreements on Accounting and Financial Disclosures.............   6

PART III
Item 10.  Directors and Executive Officers of the Registrant................   7
Item 11.  Executive Compensation............................................   7
Item 12.  Security Ownership of Certain Beneficial Owners and Management....   7
Item 13.  Certain Relationships and Related Transactions....................   7

PART IV
Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K...   7

SIGNATURES..................................................................  15


                                       i
<PAGE>

                                     PART I

ITEM 1.  BUSINESS

Pinnacle Banc Group, Inc. (the "Corporation") is a multi-bank holding company 
registered under the Bank Holding Company Act and is engaged in the business 
of banking through the ownership of subsidiary banks.  At December 31, 1997 
the Corporation had total consolidated assets of $1,034,811,000, total loans 
of $510,207,000, total deposits of $846,469,000, and total stockholders' 
equity of $115,458,000.  The Corporation's principal office is 2215 York 
Road, Suite 306, Oak Brook, Illinois 60523.  The Corporation has fifteen 
banking locations in the metropolitan areas of Chicago and Quad-Cities, 
Illinois.

The Corporation, formerly First Cicero Banc Corporation ("FCBC"), was 
organized under the laws of the State of Illinois on August 24, 1979 for the 
purpose of acquiring the First National Bank of Cicero (the "Cicero Bank").  
On April 30, 1988, the Corporation merged (the "Merger") with First Harvey 
Banc Corporation ("FHBC"), parent company of First National Bank in Harvey 
(the "Harvey Bank"), and LaGrange Park Banc Corporation ("LPBC"), parent 
company of Bank of LaGrange Park (the "LaGrange Park Bank").  FHBC and LPBC 
were affiliated with FCBC through common ownership.  In connection with the 
Merger, the name of the Corporation was changed to Pinnacle Banc Group, Inc.  

Since the date of the merger, SBH Corp., parent company of Bank of Silvis 
(the "Silvis Bank"), was merged into the Corporation on September 29, 1989.  
The Berwyn National Bank (the "Berwyn Bank") was purchased on February 1, 
1992. The Henry County Bank was purchased on March 27, 1992.  Batavia 
Financial Corporation, parent company of Batavia Savings Bank, F.S.B., was 
merged into Pinnacle on December 31, 1992.  In 1996, Batavia Savings Bank, 
F.S.B. changed its name to Pinnacle Bank, F.S.B. ("FSB").  In April, 1997, 
FSB was merged into Pinnacle Bank.

On December 7, 1992, the Silvis Bank merged with the Henry County Bank with 
the resultant bank named Pinnacle Bank of the Quad-Cities ("Quad-Cities 
Bank").  On July 9, 1993, the Cicero Bank, Harvey Bank and Berwyn Bank were 
merged with and into the LaGrange Park Bank with the resultant bank named the 
Pinnacle Bank. On January 6, 1995, Acorn Financial Corp ("AFC") and its 
subsidiary bank, Suburban Trust & Savings Bank ("STSB") were purchased.  AFC 
was liquidated into the Corporation and concurrent with the liquidation, STSB 
was merged into Pinnacle Bank.  On September 30, 1996, Financial Security 
Corporation ("FinSec") and its subsidiary thrift, Security Federal Savings 
and Loan Association of Chicago ("SF"), were purchased.  FinSec was 
liquidated into the Corporation and SF was a separate subsidiary until it was 
merged into Pinnacle Bank on January 31, 1997.

The Corporation owns 100% of the common stock of Pinnacle Bank and Pinnacle 
Bank of the Quad-Cities. 

The Corporation is a legal entity separate and distinct from its subsidiary 
banks.  The major sources of the Corporation's revenues are dividends from 
its subsidiary banks and gains on sales of its equity securities.

SUBSIDIARY BANKS

Pinnacle Bank and Quad-Cities Bank are full service commercial banks 
encompassing most of the usual functions of commercial and savings banking 
including commercial, consumer, and real estate lending; installment credit 
lending; collections; safe deposit operations; and other services tailored 
for individual customer needs.  The banks also offer a full range of deposit 
services to individuals and businesses which include demand, savings and time 
deposits, as well as providing trust services to the customers.  Pinnacle 
Bank provides nondeposit-based products, including mutual funds and annuities 
through affiliation with an independent broker.


                                       1
<PAGE>

The Pinnacle Bank, a state banking corporation organized under the laws of 
Illinois, was formed on July 9, 1993 through the merger of the Cicero Bank, 
Harvey Bank and Berwyn Bank with and into the LaGrange Park Bank.  The Cicero 
Bank was originally organized in 1921, the Harvey Bank in 1937, the Berwyn 
Bank in 1937 and the LaGrange Park Bank in 1962.  The Bank's main office is 
located in Cicero, Illinois, with full service branches in Harvey, Berwyn, 
Oak Park, LaGrange Park, Westmont, Elburn, Batavia, and Chicago (West Town) 
and limited service facilities in Cicero, Niles and North Riverside.  In 
January, 1998, a full service branch opened in Warrenville, Illinois.  At 
December 31, 1997, the Bank had total assets of $866 million.

The Quad-Cities Bank was organized as a state banking corporation with the 
name Bank of Silvis under the laws of the State of Illinois in 1950.  On 
December 7, 1992, The Henry County Bank, organized as a state banking 
corporation under the laws of the State of Illinois in 1968, was merged with 
and into Bank of Silvis and the name of the merged entity was changed to 
Pinnacle Bank of the Quad-Cities.  The Bank's main office is located in 
Silvis, Illinois, with a full service branch located in Colona (formerly 
Green Rock), Illinois.  Each community is part of the Quad-Cities area of 
Illinois.  As of December 31, 1997, the Bank had total assets of $117 
million.  In the second quarter of 1998, a full service branch will open in 
Moline, Illinois.

COMPETITION

Intense competition exists in all aspects of business in which the 
Corporation and its subsidiary banks are presently engaged, not only with 
other commercial banks and trust companies but also with thrifts, finance 
companies, personal loan companies, credit unions, leasing companies, money 
market mutual funds, investment firms, mortgage bankers, and other financial 
institutions serving the metropolitan areas of Chicago and the Quad-Cities.

Commercial and savings banks compete on the basis of price, including 
interest rates paid on deposits and charged on loans, convenience and quality 
of service. This competition includes banks which are many times larger than 
a banking subsidiary, including banks in the primary marketing areas of each 
subsidiary bank which have become affiliated through parent holding companies 
owning significantly larger banking institutions.  Each subsidiary bank is 
encountering increased competition from non-bank financial institutions.  
Thrift deposits constitute a substantial portion of all financial 
institutions' deposits in Illinois.  Thrifts are able to compete aggressively 
with commercial banks in the important area of consumer lending.  Credit 
unions and small loan companies each are significant factors in the consumer 
loan market.  Insurance companies, investment firms and retailers are all 
significant competitors for various types of business.  Many of the 
competitors of the subsidiary banks are larger and have greater resources 
than the subsidiary banks.

EMPLOYEES

At December 31, 1997, the Corporation and its subsidiary banks employed 370 
persons on a full-time equivalent basis.

SUPERVISION AND REGULATION

     GENERAL.  At the present time, various bills have been introduced in the 
United States Congress and the Illinois state legislature which could result 
in additional regulation of the business of the Corporation and any banks 
which are now or hereafter become affiliated with the Corporation.  Future 
bills could also be introduced which could significantly affect the banking 
industry.  It cannot be predicted whether any such legislation will be 
adopted or how such adoption would affect the business of the Corporation or 
any banks so affiliated.

The following references to applicable statutes and regulations are brief 
summaries thereof which do not purport to be complete and which are qualified 
in their entirety by reference to such statutes and regulations.


                                       2
<PAGE>

     BANK HOLDING COMPANY.  As a bank holding company, the Corporation is 
subject to the supervision of the Federal Reserve Board under the Bank 
Holding Company Act of 1956, as amended (the "BHC Act").  Bank holding 
companies are required to file with the Federal Reserve Board an annual 
report and such additional information as the Federal Reserve Board may 
require.  The Federal Reserve Board also makes periodic examinations of bank 
holding companies and their subsidiaries.  The Corporation is required to 
obtain the prior approval of the Federal Reserve Board before it could 
acquire all or substantially all of the assets of any bank, or acquire 
ownership or control of any voting shares of any bank other than a subsidiary 
bank of the Corporation, if, after such acquisition, it would own or control 
more than 5% of the voting shares of such bank.  The BHC Act does not permit 
the Federal Reserve Board to approve the acquisition by the Holding Company 
of any voting shares of, or all or substantially all of the assets of, any 
bank located outside of the State of Illinois, unless such acquisition is 
specifically authorized by the laws of the state in which such bank is 
located.

The BHC Act limits the activities which may be engaged in by any bank holding 
company and its subsidiaries to certain specified activities, including those 
activities which the Federal Reserve Board may find by order or regulation, 
to be so closely related to banking or managing or controlling banks as to be 
a proper incident thereto.

Subsidiary banks of a bank holding company (such as the bank subsidiaries of 
the Corporation) are subject to certain restrictions imposed by the Federal 
Reserve Act on any extensions of credit to the bank holding company or any of 
its subsidiaries, on investments in the stock or other securities thereof, 
and on the taking of such stock or securities as collateral for loans to any 
borrower. 

     BANKS.  The operations of Pinnacle Bank and Quad-Cities Bank are subject 
to federal and state statutes and regulations applicable to banks chartered 
under the banking laws of the State of Illinois and to regulation by the 
Federal Deposit Insurance Corporation ("FDIC").  Pinnacle Bank is a member of 
the Federal Home Loan Bank of Chicago.

The Federal Reserve System, the FDIC and the State of Illinois Office of 
Banks and Real Estate regularly examine, where applicable, such areas as 
reserves, loans, investments, management practices and other aspects of the 
banks' operations.  These examinations are designed for the protection of the 
banks' depositors and not for its stockholders.  In addition to these regular 
examinations, the banks must furnish periodic reports to the regulatory 
authorities containing a full and accurate statement of its affairs.  As 
members of the FDIC, the banks' deposits are insured as provided by law.  
Effective January 1, 1993, a risk-based deposit insurance assessment program 
was placed into effect by the FDIC.  Insurance premiums are to be determined 
based on the level of a bank's capital and supervisory evaluation.  As of the 
current date, each of the Corporation's subsidiary banks were in the lowest 
premium assessment category.

Federal and state banking laws and regulations govern or restrict, among 
other things, the scope of a bank's business, the investments a bank may 
make, the reserves against deposits a bank must maintain, the loans a bank 
makes and the collateral it takes, the activities of a bank with respect to 
mergers and consolidations, and the establishment of branches.  Each banking 
regulatory authority has the authority to prevent a bank from engaging in an 
unsafe or an unsound practice in conducting its business.  The payment of 
dividends, depending upon the financial condition of a bank, could be deemed 
such a practice.

As subsidiary banks of a bank holding company, the subsidiary banks are 
subject to certain restrictions imposed by the Federal Reserve Act on any 
extensions of credit to the Corporation or any of its other subsidiaries, on 
investments in the stock or other securities of the Corporation or any of its 
subsidiaries, and on taking such stock or securities as collateral for loans. 
Federal statutes and Federal Reserve Board regulations also place certain 
limitations and reporting requirements on extensions of credit by a bank to 
principal stockholders of its parent holding company and to related interests 
of such principal stockholders.  In addition, such legislation and 
regulations may affect the terms upon which any person becoming a principal 
stockholder of a holding company may obtain credit from banks with which the 
subsidiary bank maintains a correspondent relationship.


                                       3
<PAGE>

Furthermore, Federal statutes prohibit acquisition of "control" of a bank or 
bank holding company without prior notice to certain Federal bank regulators. 
"Control" is defined in certain cases as acquisition of as little as 5% of 
the outstanding shares.

In 1991, the Federal Deposit Insurance Corporation Improvement Act ("FDICIA") 
was enacted into law.  FDICIA provides for, among other things, the 
recapitalization of the FDIC Insurance Fund; enhanced federal supervision of 
depository institutions, including greater authority for the appointment of a 
conservator or receiver for undercapitalized institutions; the adoption of 
safety and soundness standards by the Federal banking regulators, on matters 
such as loan underwriting and documentation, interest rate risk exposure and 
compensation and other employee benefits; the establishment of risk-based 
deposit insurance premiums; liberalization of the qualified thrift lender 
test; greater restrictions on transactions with affiliates; mandated consumer 
protection disclosures with respect to deposit accounts; and expanded 
reporting requirements including statements by management regarding internal 
controls and regulatory compliance.

GOVERNMENT MONETARY POLICIES

The earnings of banks and bank holding companies are affected by the policies 
of regulatory authorities including the Federal Reserve Board which regulates 
the money supply.  Among the methods employed by the Federal Reserve Board 
are open market operations in U. S. Government securities, changes in the 
discount rate on member bank borrowings, and changes in reserve requirements 
against member bank deposits.  These methods are used in varying combinations 
to influence overall growth and distribution of bank loans, investments and 
deposits, and their use may also affect interest rates charged on loans or 
paid on deposits. The monetary policies of the Federal Reserve Board have had 
a significant effect on the operating results of commercial and savings banks 
in the past and are expected to continue to do so in the future.

FINANCIAL INFORMATION

For financial information regarding the Corporation, see ITEM 8, FINANCIAL 
STATEMENTS AND SUPPLEMENTARY DATA, and ITEM 14, EXHIBITS, FINANCIAL STATEMENT 
SCHEDULES AND REPORTS ON FORM 8-K.

ITEM 2.  PROPERTIES

The corporate offices of the Corporation are located at 2215 York Road, Suite 
306, Oak Brook, Illinois 60523.  These offices, consisting of approximately 
2,000 square feet, have been leased by the Corporation until 2002.

Pinnacle Bank owns its main banking office located at 6000 West Cermak Road, 
Cicero, Illinois 60804.  The main office consists of approximately 41,500 
square feet.

Pinnacle Bank has nine other full service banking offices.  The Harvey 
Banking Center is located at 174 East 154th Street, Harvey, Illinois 60426 
with an adjacent drive-in facility and parking lot.  The main building 
consists of approximately 33,000 square feet.  The Berwyn Banking Center is 
located at 7112 West Cermak Road, Berwyn, Illinois 60402.  The building 
consists of approximately 15,000 square feet.  The Oak Park Banking Center, 
containing approximately 21,000 square feet, is located at 840 South Oak Park 
Avenue, Oak Park, Illinois 60304.  The Westmont Banking Center contains 
approximately 23,000 square feet and is located at 640 Pasquinelli Drive, 
Westmont, Illinois 60559. The Batavia Banking Center consists of 8,640 square 
feet and is located at 165 West Wilson Street, Batavia, Illinois 60510.  The 
Elburn Banking Center consists of approximately 2,400 square feet and is 
located at 415 South Main Street, Elburn, Illinois 60119.  The Chicago (West 
Town) Banking Center consists of approximately 20,000 square feet and is 
located at 1209 North Milwaukee Avenue, Chicago, Illinois 60622.  The newly 
constructed Warrenville Banking Center, which opened January 5, 1998, 
consists of approximately 4,500 square feet and is located at 3601 Winfield 
Road, Warrenville, Illinois 60555.  All aforementioned buildings are owned by 
Pinnacle Bank.  The LaGrange Park Banking Center 


                                       4
<PAGE>

is located in a leased office at Oak and Sherwood Streets, LaGrange Park, 
Illinois 60525.  Six years remain on the term of the lease.  The office 
consists of approximately 11,500 square feet.

Pinnacle Bank has three limited service banking facilities.  An owned 
facility containing approximately 2,500 square feet is located at 2500 South 
Cicero Avenue, Cicero, Illinois 60804.  This facility, with certain expanded 
services, was constructed in 1995.  A leased facility containing 
approximately 2,000 square feet is located at 7373 West 25th Street, North 
Riverside, Illinois 60546.  Ten years remain on the term of the lease.  A 
limited service leased banking facility containing approximately 900 square 
feet is located at 5697 West Touhy Avenue, Niles, Illinois 60714.  
Approximately one year remains on the lease.

Pinnacle Bank has a lease, expiring in 2008, on approximately 26,000 square 
feet of office space located at 1144 Lake Street, Oak Park, Illinois 60301.  
The space will be used as an operations center housing all operating 
departments of Pinnacle Bank which are currently located in various banking 
centers.  The move to the leased office space is anticipated during the 
second quarter of 1998.

Pinnacle Bank of the Quad-Cities owns it main banking office located at 1100 
First Avenue, Silvis, Illinois 61282.  The main office consists of 
approximately 10,600 square feet.  Pinnacle Bank of the Quad-Cities has a 
full service branch office located at 107 First Street, Colona, Illinois 
61241, which consists of approximately 4,000 square feet.  In the second 
quarter of 1998, Pinnacle Bank of the Quad-Cities will have a full service 
branch office in Moline, Illinois, which will consist of approximately 3,700 
square feet.

Each of the subsidiary banks has sufficient space for current banking needs 
as well as any foreseeable expansion.

ITEM 3.  LEGAL PROCEEDINGS

The Corporation and the subsidiary banks are subject to other pending and 
threatened legal actions which arise in the normal course of business.  In 
the opinion of management, based upon the consultation of legal counsel, the 
disposition of all outstanding matters will not have a material adverse 
effect on the consolidated financial statements.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
            STOCKHOLDER MATTERS

The common stock of the Corporation is traded in the over-the-counter market 
and is quoted on the National Association of Securities Dealers Automated 
Quotation System (NASDAQ) on the National Market System with the ticker 
symbol "PINN".

The following table sets forth the high and low sales prices of the 
Corporation's common stock by quarter as reported by NASDAQ.

<TABLE>
<CAPTION>
                       1997                           1996
            ----------------------------    ---------------------------
                                 CASH                           CASH
QUARTER       HIGH      LOW    DIVIDENDS     HIGH      LOW    DIVIDENDS
            ----------------------------    ---------------------------
<S>         <C>       <C>      <C>          <C>      <C>      <C>
  1st       $23.50    $18.67     $0.22      $22.67   $20.33     $0.21
  2nd        21.75     19.50      0.22       23.00    18.67      0.21
  3rd        24.50     21.00      0.22       20.17    18.50      0.21
  4th        29.38     24.25      0.22       20.00    17.83      0.21

</TABLE>


                                       5
<PAGE>

In 1997, the Corporation purchased 173,436 shares of its common stock at 
market prices in privately negotiated and market transactions.   In 1996, the 
Corporation purchased 236,879 shares of its common stock at market prices in 
privately negotiated and market transactions as part of its announced stock 
repurchase program.  Shares totalling 1,285,413 were issued for the 
acquisition of FinSec.

NUMBER OF SHAREHOLDERS

As of March 17, 1998, the Corporation had approximately 425 shareholders of 
record.  In addition, the Corporation believes that it has approximately 
2,175 additional beneficial shareholders who hold shares in street name.

ITEM 6.  SELECTED FINANCIAL DATA

Selected financial data of the Corporation is incorporated herein by 
reference to the 1997 Annual Report to Stockholders included as Exhibit 13.  
The information required is contained on page 26 of Exhibit 13, under the 
title "Selected Financial Data."

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Management's Discussion and Analysis of Financial Condition and Results 
of Operations is incorporated herein by reference to the 1997 Annual Report 
to Stockholders included as Exhibit 13.  The information is contained on 
pages 27 through 41 of Exhibit 13.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information required pursuant to this item is contained on pages 39 through 
41 of the 1997 Annual Report to Stockholders included as Exhibit 13 and is 
incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Financial Statements and Supplementary Data are incorporated herein by 
reference to the 1997 Annual Report to Stockholders included as Exhibit 13. 
The information is contained as follows:

                                                            PAGE OF
                                                           EXHIBIT 13
                                                           ----------
            Consolidated Balance Sheets....................     6
            Consolidated Statements of Income..............     7
            Consolidated Statements of Changes in
              Stockholders' Equity.........................     8
            Consolidated Statements of Cash Flows..........     9
            Notes to Consolidated Financial Statements.....    10
            Report of Independent Public Accountants
                Arthur Andersen LLP........................    25


ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None.


                                       6
<PAGE>

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information required pursuant to this item is contained on pages 1 through 3 of
the Definitive Proxy Statement for the Annual Meeting to be held on April 21,
1998, under the title "Election of Directors", this portion which is expressly
incorporated herein by reference.

ITEM 11.  EXECUTIVE COMPENSATION

Information required pursuant to this item is contained on pages 5 through 10 
of the Definitive Proxy Statement for the Annual Meeting to be held on April 
21, 1998, under the title "Executive Compensation", this portion which is 
expressly incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
          MANAGEMENT

Information required pursuant to this item is contained on pages 3 through 5 
of the Definitive Proxy Statement for the Annual Meeting to be held on April 
21, 1998, under the title "Security Ownership of Certain Beneficial Owners 
and Management", this portion which is expressly incorporated herein by 
reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information required pursuant to this item is contained on page 11 of the 
Definitive Proxy Statement for the Annual Meeting to be held on April 21, 
1998 under the title "Certain Relationships, Related Transactions and Other 
Information Regarding Management", this portion which is expressly 
incorporated herein by reference.

                                    PART IV

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

The following exhibits are filed as part of this Form 10-K.


    EXHIBIT /
 DESIGNATION NO.
UNDER ITEM 601 OF
  REGULATION S-K                       EXHIBIT DESCRIPTION
--------------------------------------------------------------------------------
       (3)        Articles of Incorporation and By-laws.  This Exhibit was
                  filed on Form SE on March 18, 1996 and is incorporated herein
                  by reference.

       (4)        Instruments defining the rights of Security Holders Including
                  Debentures.  The portions of the Corporation's Articles of
                  Incorporation and By-laws defining the rights of holders of
                  the Corporation's common stock are included as part of the
                  Exhibit filed on Form SE on March 18, 1996 and is
                  incorporated herein by reference.


                                       7
<PAGE>

       (10)       (a)  Material Contracts.  The Pinnacle Incentive Stock Option
                  Plan originally adopted in 1981 ("Prior Plan") and form of
                  Deferred Compensation agreement entered into with Pinnacle
                  Directors and Officers and related Trust Agreement.  These
                  items were filed as Exhibit 10 to the Corporation's Form S-1
                  Registration Statement No. 33-19608 which became effective
                  March 18, 1988 and are hereby incorporated by reference.  The
                  1990 Pinnacle Incentive Stock Option Plan ("1990 Plan")
                  adopted by the Corporation's shareholders on April 24, 1990
                  was included as Exhibit 3 to the Corporation's Form 10-K for
                  the fiscal year ended December 31, 1990 and is incorporated
                  herein by reference.
                  (b)  Employment Contracts.  These items were filed as Exhibit
                  10 to the Corporation's Form 10-Q filed May 8, 1997 and are
                  incorporated herein by reference.

       (11)       Statement Re Computation of Per Share Earnings.  Footnote 10,
                  Notes to the Consolidated Financial Statements, is included
                  in the 1997 Annual Report to Stockholders and is herein
                  incorporated by reference.

       (13)       Annual Report to Security Holders.  The Corporation is
                  including, as an Exhibit, its 1997 Annual Report to
                  Stockholders.  Those parts of the Annual Report not
                  specifically incorporated by reference elsewhere herein are
                  not deemed to be part of this filing.

       (21)       Subsidiaries of the Registrant.  The information is included
                  in ITEM 1, BUSINESS on page 1.

       (27)       Financial Data Schedule.


FINANCIAL STATEMENT SCHEDULES

Financial Statement Schedules not included in ITEM 8, FINANCIAL DATA AND 
SUPPLEMENTARY DATA are included on the following pages as part of this item in 
accordance with Guide 3, Statistical Disclosure by Bank Holding Companies.

REPORTS ON FORM 8-K

None.


                                       8
<PAGE>

                STATISTICAL DISCLOSURE BY BANK HOLDING COMPANIES

I.  DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY;
     INTEREST RATES AND INTEREST DIFFERENTIAL

ANALYSIS OF NET INTEREST INCOME 

Information required in this table, including the daily average balance 
outstanding for the major categories of interest bearing assets and interest 
bearing liabilities, and the average interest rate earned or paid thereon, is 
incorporated herein by reference to the 1997 Annual Report to Stockholders 
included as Exhibit 13.  The information required is contained in Table 1, 
"Analysis of Net Interest Income" on page 29 of Exhibit 13, within the section 
entitled "Management's Discussion and Analysis of Financial Condition and 
Results of Operations."

ANALYSIS OF CHANGE IN INTEREST DIFFERENTIAL

Information required in this table is incorporated herein by reference to the 
1997 Annual Report to Stockholders included as Exhibit 13.  The information 
required is contained in Table 2, "Analysis of Volume/Rate Variance" on page 30 
of Exhibit 13, within the section entitled "Management's Discussion and 
Analysis of Financial Condition and Results of Operations."

ANALYSIS OF INTEREST RATE SENSITIVITY

Information regarding the interest rate sensitivity position of Pinnacle is 
incorporated herein by reference to the 1997 Annual Report to Stockholders 
included as Exhibit 13.  This information is discussed under the subsection 
"Market Risk" on pages 39 through 41 of Exhibit 13, within the section entitled 
"Management's Discussion and Analysis of Financial Condition and Results of 
Operations."

II.  INVESTMENT PORTFOLIO

The following table presents the book value of securities in thousands at the 
dates indicated:

<TABLE>
<CAPTION>
                                                           DECEMBER 31
                                                 ------------------------------
                                                   1997       1996       1995
                                                 ------------------------------
  <S>                                            <C>        <C>        <C>
  U. S. Treasury and U. S. Government agencies.. $355,925   $373,072   $370,545
  State and municipal...........................   22,242     23,450     25,839
  Mortgage-backed securities and floating rate 
    collateralized mortgage obligations.........    4,615      5,943     10,307
  Corporate and other...........................   51,452     32,093     20,238
                                                 ------------------------------
    Total securities............................ $434,234   $434,558   $426,929
                                                 ------------------------------
                                                 ------------------------------
</TABLE>

The following table shows the maturities of securities in thousands at December
31, 1997 and weighted average fully taxable equivalent yields:

<TABLE>
<CAPTION>
                           U. S. TREASURY AND FEDERAL
                               AGENCY SECURITIES           STATE AND MUNICIPAL
                           --------------------------    -----------------------
<S>                        <C>                <C>        <C>            <C>
One year or less...........   $    972        2.85%        $ 2,893      12.89%

One year to five years.....    354,503        5.68          11,117      12.82
Five to ten years..........        450        4.96           6,089      12.33
Over ten years.............        -0-        0.00           2,143      14.58
No fixed maturity..........        -0-        0.00             -0-       0.00
                           --------------------------    -----------------------
                              $355,925        5.67%        $22,242      12.84%
                           --------------------------    -----------------------
                           --------------------------    -----------------------
</TABLE>

                                       9
<PAGE>

<TABLE>
<CAPTION>
                                MORTGAGE-BACKED
                             SECURITIES, FLOATING
                             RATE COLLATERALIZED
                             MORTGAGE OBLIGATIONS,
                             CORPORATE AND OTHER
                               DEBT SECURITIES          EQUITY SECURITIES            TOTAL
                             ---------------------   ---------------------   ---------------------
<S>                           <C>          <C>        <C>           <C>       <C>          <C>
One year or less...........   $  -0-       0.00%      $    -0-      0.00%     $   3,865     9.83% 
One year to five years.....      -0-       0.00            -0-      0.00        365,620     5.87
Five years to ten years....      -0-       0.00            -0-      0.00          6,539    11.68
Over ten years.............      -0-       0.00            -0-      0.00          2,143    14.58
No fixed maturity..........    4,615       8.28         51,452      4.59         56,067     5.10
                             ---------------------   ---------------------   ---------------------
                              $4,615       8.28%       $51,452      4.59%      $434,234     6.22%
                             ---------------------   ---------------------   ---------------------
                             ---------------------   ---------------------   ---------------------
</TABLE>

Securities included in the category of no fixed maturity are mortgage-backed 
securities and floating rate collateralized mortgage obligations, due to their 
ability to prepay, as well as equity securities.

The average tax-equivalent yield by maturity includes the weighted average 
yields on tax-exempt obligations which have been computed on a fully taxable 
equivalent basis assuming a tax rate of 34% and the average tax equivalent 
yield on the equity portfolio assumes a 70% dividend received deduction for 
December 31, 1997.

III.  LOAN PORTFOLIO

The following table sets forth the outstanding loans, in thousands, at the 
following dates:

<TABLE>
<CAPTION>
                                              DECEMBER 31
                           ----------------------------------------------------
                             1997       1996       1995       1994       1993
                           ----------------------------------------------------
  <S>                      <C>        <C>        <C>        <C>        <C>
  Commercial and other...  $111,990   $111,454   $ 83,940   $ 68,788   $ 74,855
  Consumer...............    62,294     54,535     49,464     38,982     38,442
  Real estate:
    Residential..........   291,578    307,217    135,085    119,520    112,138
    Commercial...........    45,107     52,628     42,073     22,220     24,170
                           ----------------------------------------------------
    Total gross loans....   510,969    525,834    310,562    249,510    249,605
  Unearned income........       762        765        962      1,106      1,529
                           ----------------------------------------------------
    Net loans............  $510,207   $525,069   $309,600   $248,404   $248,076
                           ----------------------------------------------------
                           ----------------------------------------------------
</TABLE>

The following table sets forth the maturity distribution of the following
categories of loans at December 31, 1997 in thousands.

<TABLE>
<CAPTION>
                                             REMAINING MATURITY
                              -------------------------------------------------
                              ONE YEAR      ONE TO         OVER
                              OR LESS     FIVE YEARS    FIVE YEARS      TOTAL
                              -------------------------------------------------
<S>                           <C>          <C>          <C>            <C>
Commercial and other........  $58,548      $ 44,558     $   8,884      $111,990
Real estate:
     Residential............   22,388        87,519       181,671       291,578
     Commercial.............   11,565        23,278        10,264        45,107
                              -------------------------------------------------
                              $92,501      $155,355      $200,819      $448,675
                              -------------------------------------------------
                              -------------------------------------------------
</TABLE>

                                      10
<PAGE>

Of the loans listed above in the maturity schedule, a total of $356,174 are due 
after one year; $315,139 of these loans have predetermined interest rates and 
$41,035 of these loans have floating interest rates.

COLLATERAL AND APPRAISAL GUIDELINES

Subsidiary banks of the Corporation make loans which are collateralized by 
different types of assets.  A collateral guideline manual is maintained by each 
bank which details collateral requirements for any collateralized loan which a 
bank may make.  The loan operations area has responsibility for monitoring all 
compliance with collateral requirements.  Collateral requirements for the most 
commonly funded loans include an 85% - 95% (depending on maturity) 
loan-to-value ratio for loans secured by U. S. Government securities, 70% for 
NYSE traded stock, 65% for AMEX and 50% for all other common stocks, with the 
exception of control stocks which are not acceptable as collateral.  Commercial 
loans for working capital can have a maximum loan-to-value ratio of 80% against 
eligible accounts if secured by receivables, a maximum of 50% if secured by 
inventory and a maximum of 80% if secured by equipment.  Real estate loans can 
have a maximum loan-to-value ratio of 80% unless private mortgage insurance is 
provided for advances over 80%.  Commercial real estate loans typically are 
funded at a lower loan-to value ratio and require the personal guarantee of the 
borrower(s). Home equity loans require a loan-to-value ratio of 80% of the 
appraised value less any debt.

Loans made by subsidiary banks of the Corporation which are collateralized by 
real estate require an appraisal prior to funding of the loan.  These loans are 
reappraised when management believes that the financial condition or resources 
of the borrower have deteriorated or when the collectibility of the loan is in 
question.  Loans collateralized by real estate are not necessarily reappraised 
on an annual or quarterly basis by policy; however, all loans secured by real 
estate, are made in the local market area served by Pinnacle subsidiaries and 
each of these areas is closely monitored by management for economic changes. 
Certain acquisitions, especially the FinSec acquisition, have added loans to 
Pinnacle's loan portfolio which are not necessarily made in Pinnacle's local 
market area.  See "Loan Concentrations" and "Risk Elements" for further 
discussion regarding the impact of this acquisition.  A new appraisal is 
required for any loan which undergoes foreclosure or is transferred into other 
real estate owned.  Updated appraisals on other real estate owned are completed 
as required by regulatory authorities, or if management believes a material 
change in the value of a property has taken place.

The current loan policies in effect for collateral and appraisals are similar 
and consistent with the policies in place in prior years.

RISK ELEMENTS

     NONACCRUAL, PAST DUE, AND RESTRUCTURED LOANS.  The following table 
represents information regarding the aggregate amount of nonaccrual, past due, 
and restructured loans in thousands:

<TABLE>
<CAPTION>
                                                  DECEMBER 31
                                   ------------------------------------------
                                    1997     1996     1995     1994     1993
                                   ------------------------------------------
    <S>                            <C>      <C>      <C>      <C>      <C>
    Nonaccrual loans.............. $4,392   $7,441   $4,791   $  748   $5,283
    Past due 90 days or more and
      still accruing..............  1,064      633    2,293      552      585
    Restructured loans............  1,223    1,330      931      -0-      -0-
                                   ------------------------------------------
                                   $6,679   $9,404   $8,015   $1,300   $5,868
                                   ------------------------------------------
                                   ------------------------------------------
    Other real estate owned....... $  442   $  939   $  284   $2,416   $3,444

</TABLE>

A discussion regarding the nonperforming assets listed above is contained 
within the section entitled "Management's Discussion and Analysis of Financial 
Condition and Results of Operations" under the subsection "Provision for Loan 
Losses" on pages 30 through 31 of the Corporation's 1997 Annual Report to 
Stockholders included as Exhibit 13.


                                      11
<PAGE>

     LOAN CONCENTRATIONS.  Loan concentrations are defined as amounts loaned to 
a multiple number of borrowers engaged in similar activities, which would cause 
them to be similarly impacted by economic or other conditions.  Although the 
Corporation has a diversified loan portfolio, a substantial natural geographic 
concentration of credit risk exists within the Corporation's defined customer 
market areas with the exception of loans acquired from the acquisition of SF. 
Included in the SF loan portfolio are certain purchased and participated loans 
outside Pinnacle's defined customer markets.  These loans totalled 
approximately $48,808,000, at December 31, 1997, or approximately 10% of the 
Corporation's loan portfolio.  These loans are located in the following areas:  
6.02% in California and 1.73% in the Midwest (excluding the Chicago 
Metropolitan area). Certain of these areas, particularly California, are 
experiencing adverse economic conditions, which has resulted in increased past 
due non-accrual loans. All remaining loans are in the geographic market areas 
including the Chicago metropolitan area and the Quad-Cities metropolitan area 
of Illinois.

     POTENTIAL PROBLEM LOANS.  Currently, there are no known problem loans 
which have not already been identified by Pinnacle's system of review of the 
credit quality of the loan portfolio.  This process, which is detailed in the 
following Section IV, "Summary of Loan Loss Experience", includes an 
independent credit review system as well as an internal process in which 
management reports to the Board of Directors via a report ("Watch List") which 
includes other potential problem loans identified by management prior to the 
independent credit review process or below the scope of the independent review. 
The process of both independent and internal credit review was incorporated at 
SF and the integration of the process actually began prior to the acquisition 
as part of Pinnacle's due diligence.

     The Watch List includes credits which are rated by management and the 
independent review process as "5" or worse.  A credit rating of "5" would 
indicate that the loan is considered a "special mention" loan by regulatory 
examiners.  Currently, approximately $5,475,000 of loans in Pinnacle's 
portfolio are classified as a "5" and included in the Watch List, but are not 
considered non-performing by management.  These, as discussed further, are 
monitored monthly by both management and the Board of Directors of each 
subsidiary bank.

     IMPAIRED LOANS.  Loans considered impaired under SFAS No. 114, "Accounting 
by Creditors for Impairment of a Loan", includes nonaccrual loans greater than 
$100,000, restructured loans, and loans classified as at least doubtful under 
the Corporation's credit risk classification system.  All of the Corporation's 
impaired loans are included in the nonperforming category.

     NONACCRUAL LOAN POLICY.  The Corporation follows banking regulatory 
guidelines with respect to classifying loans on a nonaccrual basis.  Loans are 
placed on nonaccrual when the loan becomes past due over 90 days with no 
intervening activity or when the collection in full of interest and principal 
is doubtful.  Thereafter, no interest is taken into income unless received in 
cash or until such time as the borrower demonstrates the ability to pay 
interest and principal.

IV.  SUMMARY OF LOAN LOSS EXPERIENCE

Information required in this table is incorporated herein by reference to the 
1997 Annual Report to Stockholders included as Exhibit 13.  The information 
required is contained in Table 3, "Analysis of the Allowance for Loan Losses" 
on page 31 of Exhibit 13, within the section titled "Management's Discussion 
and Analysis of Financial Condition and Results of Operations".

ALLOCATION OF ALLOWANCE FOR LOAN LOSSES

The Corporation's subsidiary banks do not allocate the allowance for loan 
losses by specific loan categories.  However, bank disclosure guidelines issued 
by the Securities and Exchange Commission request management to allocate the 
total allowance for loan losses into certain categories.  Accordingly, 
management has allocated the allowance for loan losses by loan category based 
on historical charge-off experience and management's evaluation of potential 
losses in the loan portfolio.  The specific allocations are not intended to be 
indicative of future charge-offs.  The unallocated portion of the allowance for 
loan losses represents that portion of the


                                      12
<PAGE>

allowance which has not been specifically allocated by the analysis performed.  
The percent of loans in each category to total loans and the allocation of the 
allowance for loan losses at December 31 of each year, in thousands, is as 
follows:

<TABLE>
<CAPTION>
                                1997                     1996                     1995
                        ------------------------------------------------------------------------
                                    PERCENT OF               PERCENT OF               PERCENT OF
                                     LOANS IN                 LOANS IN                 LOANS IN
LOAN CATEGORY           ALLOCATION   CATEGORY    ALLOCATION   CATEGORY    ALLOCATION   CATEGORY
------------------------------------------------------------------------------------------------
<S>                     <C>         <C>          <C>         <C>          <C>         <C>
Commercial and other...   $1,328       21.9%       $2,293       21.1%       $1,366       27.1%
Consumer...............      115        12.1          244        10.4           36       15.7
Real estate............    1,207        66.0        1,564        68.5          858       57.2
Unallocated............    4,870         -          4,263         -          3,763        -
                        ------------------------------------------------------------------------
                          $7,520       100.0%      $8,364       100.0%      $6,023      100.0%
                        ------------------------------------------------------------------------
                        ------------------------------------------------------------------------


                                1994                     1993
                       ------------------------------------------------
                                    PERCENT OF               PERCENT OF
                                     LOANS IN                 LOANS IN
LOAN CATEGORY           ALLOCATION   CATEGORY    ALLOCATION   CATEGORY
-----------------------------------------------------------------------
<S>                     <C>         <C>          <C>         <C>
Commercial and other...   $1,051       27.7%      $1,710         30.2%
Consumer...............      147       15.4          540         15.1 
Real estate............      826       56.9          750         54.7 
Unallocated............    2,205        -            547          - 
                       ------------------------------------------------
                          $4,229      100.0%      $3,547        100.0% 
                       ------------------------------------------------
                       ------------------------------------------------
</TABLE>

Management believes that the portfolio is well diversified and, to a large 
extent, secured without undue concentrations in any specific risk area. Control 
of loan quality is continually monitored by management.  Management's system of 
review of the loan portfolio and the attendant determination of the adequacy of 
the allowance for loan losses is made up of a number of factors.  The most 
significant part of the system is the independent credit review system which 
reviews all commercial credits in excess of $100,000 and all commercial real 
estate credits in excess of $250,000 on a bi-annual basis at a minimum, with 
problem credits reviewed more often as necessary.  An informed, judgmental 
determination is made of the risk associated with loans which have received low 
grades under the credit review system.  This estimated risk is taken into 
account in determining the allowance for loan losses.  In addition, the 
allowance includes a substantial reserve for coverage of unidentified risks.

In addition to the credit review system, on a quarterly basis an internal 
report provides an analysis of the adequacy of the allowance for management and 
the Board of Directors.  This analysis focuses on allocations based on  loan 
review ratings and historical charge-off and recovery data.  Management also 
reviews the status of all watch list credits on a monthly basis.  The process 
and the amount of the allowance and of the provision have also been subject to 
the review of external auditors and banking regulatory authorities, and 
management believes that it has an effective system of credit review assessment 
demonstrated by the fact that the Corporation has not recorded a significant 
loss that had not been previously identified as a watch list credit by the loan 
review process.

V.  DEPOSITS

Reference is made to (I.) Distribution of Assets, Liabilities and Stockholders' 
Equity for data regarding average daily deposits and rates paid thereon for the 
years ended December 31, 1997, 1996 and 1995. 


                                      13
<PAGE>

The aggregate amount of certificates of deposit, in denominations of $100,000 
or more, by maturity, as of December 31, 1997 are shown below, in thousands.

<TABLE>
<CAPTION>

               <S>                                        <C>
               Three months or less.....................  $25,385
               Over three months through six months.....   15,431
               Over six months through twelve months....   17,891
               Over twelve months.......................    9,348
                                                          -------
                    Total...............................  $68,055
                                                          -------
                                                          -------
</TABLE>

VI.  RETURN ON EQUITY AND ASSETS

The following table shows consolidated operating and capital ratios for years 
ended December 31, 1997, 1996, and 1995.  The return on average assets and the 
return on average stockholders' equity is calculated by dividing net income for 
the period by average assets or average stockholders' equity, respectively. The 
dividend payout ratio is calculated by dividing total dividends paid by net 
income.

<TABLE>
<CAPTION>
                                                            DECEMBER 31
                                                     -------------------------
                                                      1997     1996     1995
                                                     -------------------------
   <S>                                               <C>      <C>      <C>
   Return on average assets.........................  1.43%    0.82%    1.55%
   Return on average stockholders' equity........... 15.36     9.02    18.09
   Dividend payout ratio............................ 46.14    79.12    40.89
   Average stockholders' equity to average assets...  9.28     9.05     8.55

</TABLE>

VII. SHORT-TERM BORROWINGS

Information required in this table is incorporated herein by reference to the 
1997 Annual Report to Stockholders included as Exhibit 13.  The information 
required is contained in Table 6, "Short-term Borrowings and FHLB Advances" on 
page 38 of Exhibit 13, within the section titled "Management's Discussion and 
Analysis of Financial Condition and Results of Operations."


                                      14
<PAGE>

                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange 
Act of 1934, the registrant has duly caused this report to be signed on its 
behalf by the undersigned thereunto duly authorized on March 17, 1998.

PINNACLE BANC GROUP, INC.


By: /s/ JOHN J. GLEASON                          By: /s/ WILLIAM P. GLEASON
    -------------------                              ----------------------
    John J. Gleason                                  William P. Gleason
    Chairman                                         President


By: /s/ JOHN J. GLEASON, JR.                     By: /s/ SARA J. MIKUTA
    ------------------------                         ------------------
    John J. Gleason, Jr.                             Sara J. Mikuta
    Vice Chairman and                                Chief Financial Officer 
    Chief Executive Officer                          and Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following Directors on behalf of the 
registrant on March 17, 1998.


/s/ RICHARD W. BURKE                            /s/ JAMES L. GREENE
--------------------                            -------------------
Richard W. Burke                                James L. Greene


/s/ MARK P. BURNS                               /s/ DONALD G. KING
-----------------                               ------------------
Mark P. Burns                                   Donald G. King 


/s/ WILLIAM J. FINN, JR.                        /s/ JAMES A. MADDOCK
------------------------                        --------------------
William J. Finn, Jr.                            James A. Maddock


/s/ SAMUEL M. GILMAN                            /s/ JAMES J. McDONOUGH
--------------------                            ----------------------
Samuel M. Gilman                                James J. McDonough


/s/ ALBERT GIUSFREDI                            /s/ WILLIAM C. NICKELS
--------------------                            ----------------------
Albert Giusfredi                                William C. Nickels 


/s/ JOHN J. GLEASON                             /s/ JOHN E. O'NEILL
-------------------                             -------------------
John J. Gleason                                 John E. O'Neill


/s/ JOHN J. GLEASON, JR.                        /s/ JAMES R. PHILLIP, JR.
------------------------                        -------------------------
John J. Gleason, Jr.                            James R. Phillip, Jr.


/s/ WILLIAM P. GLEASON                          /s/ KENNETH C. WHITENER, JR.
----------------------                          ----------------------------
William P. Gleason                              Kenneth C. Whitener, Jr.


                                      15
<PAGE>

          --------------------------------------------------------------

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                             ----------------------

                                    EXHIBITS
                                       TO
                                   FORM 10-K

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

                      -------------------------------------


                           PINNACLE BANC GROUP, INC.

             (Exact name of registrant as specified in its charter)


          --------------------------------------------------------------