U. S. SECURITIES AND EXCHANGE COMMISSION
                Washington. D. C. 20549
                           
                      Form 10-QSB

(Mark One)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934
     For the quarterly period ended March 31, 1999.
[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
      For the transition period from _____________ to _____________.

            Commission file number 0-22471
                           
              Luxemburg Bancshares, Inc.
 (Exact name of small business issuer as specified in its charter)

               Wisconsin
     (State or other jurisdiction of
     incorporation or organization)
            
              39-1457904
    (I.R.S. Employer Identification No.)
      
  630 Main Street, Luxemburg, Wisconsin 54217
    (Address of principal executive offices)
                           
           (920)  845-2345
     (Issuer's telephone number)
                           
               N/A
(Former name, former address and former fiscal year, if  changed
 since last report)

Check whether the issuer (1) filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act
during the past 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.  Yes  [ X ]   No  [     ]

State the number of shares outstanding of each issuer's
classes of common equity, as of May 11, 1999:
           243,501 shares were outstanding.

Transitional Small Business Disclosure Format (checkone):  Yes [ ]   No [X]


<PAGE>

              LUXEMBURG BANCSHARES, INC.
                           
                         INDEX

                                                      Page No.
  PART I - FINANCIAL INFORMATION                      
                                                      
  Consolidated Balance Sheets - March                         
  31, 1999 and December 31, 1998                           3
                                                              
  Consolidated Statements of Income -                         
  Three Months Ended March 31, 1999 and 1998               4
                                                              
  Consolidated Condensed Statements of Changes
  in Stockholders' Equity - Three Months Ended
  March 31, 1999 and 1998                                   5
                                                              
  Consolidated Statements of Cash Flow -                      
  Three Months Ended March 31, 1999 and 1998                6
                                                              
  Notes to Consolidated Financial Statements            7 - 8
                                                              
  Management's Discussion and Analysis of
  Financial Condition and Results of Operations         9 - 13
                                                              
  PART II - OTHER INFORMATION                                 
                                                              
  Item 6 - Exhibits and Reports on Form 8-K                 14
                                                              
  SIGNATURES                                                14
                                                          
<PAGE>                                                          
                                                      
            PART I - FINANCIAL INFORMATION
      LUXEMBURG BANCSHARES, INC. AND SUBSIDIARIES
       CONSOLIDATED BALANCE SHEETS - (UNAUDITED)
         March 31, 1999 and December 31,  1998

                        ASSETS

                                                      
                                       1999          1998
Cash and due from banks              $ 1,984,701   $ 2,931,179
Interest-bearing deposits                967,974       907,672
Federal funds sold                     5,521,000     8,482,000
                                                            
     Cash and cash equivalents         8,473,675    12,320,851
                                                            
Investment securities available for   20,842,417    18,064,562
sale-Stated at fair value
                                                            
Total loans                           63,953,357    64,052,248
     Allowance for credit losses        (793,976)     (773,116)
                                                            
Net loans                             63,159,381    63,279,132
Premises and equipment                 2,555,610     1,779,477
Other investments at cost                276,050       276,050
Other assets                           2,353,728     2,250,553
                                                            
TOTAL ASSETS                        $ 97,660,861  $ 97,970,625
                                                            

         LIABILITIES AND STOCKHOLDERS' EQUITY

                                                      
                                        1999           1998
LIABILITIES:                                     
                                                 
Non-interest-bearing deposits        $ 10,928,591   $ 10,758,991
Interest-bearing deposits              75,716,086     76,553,176
                                                            
Total deposits                         86,644,677     87,312,167
                                                            
Short-term borrowings                      97,361         79,574
Borrowed funds                             63,702         78,031
Other liabilities                       1,200,168      1,044,420
                                                            
     Total liabilities                 88,005,908     88,514,192
                                                            
STOCKHOLDERS' EQUITY:                                       
                                                            
Common stock- $1.00 par value:                              
     Authorized - 2,400,000 shares,        270,500        270,500
     Issued - 270,500 shares
Capital surplus                          3,206,510      3,206,510
Retained earnings                        6,395,128      6,120,354
Accumulated other comprehensive income
                                           127,165        203,419
Less - 26,999 shares of treasury                            
 common stock, at cost                    (344,350)      (344,350)
                                                            
     Total stockholders' equity                             
                                          9,654,953      9,456,433
                                                            
TOTAL LIABILITIES AND STOCKHOLDERS' 
EQUITY                                 $ 97,660,861   $ 97,970,625

   See accompanying notes to consolidated financial statements.

<PAGE>


               LUXEMBURG BANCSHARES, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF INCOME
                            (UNAUDITED)
                           
                                        Three Months Ended March 31,
                                         

                                            1999          1998
INTEREST INCOME:                                     
                                                     
Interest and fees on loans               $ 1,388,410    $ 1,347,699
Interest on investment securities:
     Taxable                                 203,863        174,381
     Tax-Exempt                               65,189         45,083
Other interest and dividend income            86,759         35,716
                                                     
     Total interest income                 1,744,221      1,602,879
                                                     
INTEREST EXPENSE:                                    
                                                     
Deposits                                     888,110         755,525
Short-term borrowings                          1,543           3,033
Borrowed funds                                 1,975          11,201
                                                     
     Total interest expense                  891,628         769,759
                                                     
Net interest income                          852,593         833,120
Provision for credit losses                   30,000          37,500
                                          
Net interest income after                            
provision for credit losses                  822,593         795,620
                                                     
OTHER INCOME:                                        
                                                     
Service charges on deposit accounts           50,393          42,674
Mortgage underwriting fees-Secondary market   12,354          75,004
Loan servicing fee income                     29,422          17,022
Other operating income                       164,024         171,483
                                                     
     Total other income                      256,193         306,183
                                                     
OPERATING EXPENSES:                                  
                                                     
Salaries and related benefits                395,165         398,280
Net occupancy expense                         51,302          44,409
Equipment rentals,                            79,114          75,793
depreciation, and maintenance
Data processing                               32,637          27,282
Other operating expenses                     147,953         150,946
                                                     
     Total operating expenses                706,171         696,710
                                                     
Income before provision for income taxes     372,615         405,093
Provision for income taxes                    97,841         123,321
                                                     
Net income                                 $ 274,774       $ 281,772
                                                     
Basic earnings per common share                $1.13           $1.16

   See accompanying notes to consolidated financial statements.

<PAGE>

      LUXEMBURG BANCSHARES, INC. AND SUBSIDIARIES
         CONSOLIDATED CONDENSED STATEMENTS OF
            CHANGES IN STOCKHOLDERS' EQUITY
                      (UNAUDITED)
      Three Months Ended March 31, 1998 and 1997
 
                                Three Months Ended       Three Months Ended 
                                March 31, 1999           March 31, 1998        
                                Shares    Equity Total   Shares   Equity Total
Balance-Beginning of period     243,501   $ 9,456,433    243,501  $ 8,528,876

Comprehensive income:
  Net Income                                  274,774                 281,772
  Other comprehensive income -
  Change in net unrealized gain
  (loss) on securities available
  for sale                                    -76,254                  12,202

Total comprhensive income                     198,520                 293,974

Balance - End of period         243,501   $ 9,654,953     243,051 $ 8,822,850

See accompanying notes to consolidated financial statements.

<PAGE>

                           
      LUXEMBURG BANCSHARES, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF CASH FLOW
                      (UNAUDITED)
      Three Months Ended March 31, 1999 and 1998

                                                      
                                                 1999            1998
CASH FLOWS FROM OPERATING ACTIVITIES:
                                                            
Net income                                     $ 274,774        $ 281,772
Adjustments to reconcile net income to
 net cash provided by operating activities:                         
    Depreciation and amortization                 78,428           77,267
    Accretion of discounts on securities         ( 5,659)         ( 8,624)
    Amortization of premiums on securities         6,482            2,900
    Provision for credit losses                   30,000           37,500
    Gain on sale of other real estate                                (164)
    Provision for deferred taxes                  (2,496)         (12,054)
    Change in other operating assets            (103,596)        (107,311)
    Change in other operating liabilities        153,254          167,492
                                                            
      Total adjustments                                     
                                                 156,413          157,006
                                                            
Net cash provided by operating activities        431,187          438,778
                                                            
CASH FLOWS FROM INVESTING ACTIVITIES:
    Proceeds from maturities of                1,902,860          742,533
     securities available for sale
    Purchase of securities available for sale (4,760,652)      (1,275,625)
    Net decrease in loans                         89,751        3,248,939
    Purchase of additional life insurance        (29,831)         (17,300)
    Proceeds from sale of other real estate       31,652           15,164
    Capital expenditures                        (848,111)         (67,534)
                                                            
Net cash provided by (used in)                (3,614,331)       2,646,177
investing activities                           
                                                            
CASH FLOWS FROM FINANCING ACTIVITIES:
    Net decrease in deposits                    (667,490)      (1,390,097)
    Net increase (decrease) in short-             17,787         (384,187)
     term borrowings
    Principal payments on borrowed funds         (14,329)         (13,342)
                                                            
Net cash used in financing activities           (664,032)      (1,787,626)
                                                            
Net increase (decrease) in cash and           (3,847,176)       1,297,329
cash equivalents                               
Cash and cash equivalents at beginning        12,320,851        5,132,708
                                                            
Cash and cash equivalents at end             $ 8,473,675      $ 6,430,037
                                                            
Supplemental information:                                   
                                                            
Cash paid during the period for:                            
    Interest                                   $ 878,352        $ 788,128
    Income taxes                               $  16,491         $ 25,115


   See accompanying notes to consolidated financial statements

<PAGE>

      LUXEMBURG BANCSHARES, INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      (UNAUDITED)
                           
The consolidated financial statements for interim
periods are unaudited; however, in the opinion of the
management of Luxemburg Bancshares, Inc. ("Company"),
all adjustments (consisting of only normal recurring
adjustments) necessary for a fair presentation have
been included. Refer to the Notes to Consolidated
Financial Statements which appear in the Company's Form
10-KSB for the Fiscal Year ended December 31, 1998 for
the Company's accounting policies which are pertinent
to these financial statements.

NOTE 1: BASIS OF PRESENTATION
The consolidated financial statements of Company, a
bank holding company, include the accounts of Company
and Subsidiaries - Bank of Luxemburg, Luxemburg
Investment Corporation, and Area Development
Corporation. All significant intercompany balances and
transactions have been eliminated in consolidation.
Goodwill acquired in a business acquisition is being
amortized on a straight-line basis over five years.

The accompanying financial statements have been
prepared in accordance with the instructions for Form
10-QSB and, therefore, do not include all information
and footnotes necessary to be in conformity with
generally accepted accounting principles.

For purposes of reporting cash flows, the Company
considers cash on hand, interest-bearing and non-
interest bearing deposits in banks and federal funds
sold as cash and cash equivalents.

Earnings per common share are based upon the weighted
average number of common shares outstanding.  The
weighted average number of shares outstanding was
243,501 in 1999 and 1998. The basic and diluted
earnings per share are the same for 1999 and 1998.

NOTE 2: FINANCIAL INSTRUMENTS WITH OFF-BALANCE  SHEET
RISK
The Bank of Luxemburg's ("Bank's") financial statements
do not reflect various commitments and contingent
liabilities which arise in the normal course of
business and which involve elements of credit risk,
interest rate risk, and liquidity risk.  These
commitments and contingent liabilities are commitments
to extend credit and standby letters of credit.  A
summary of the Bank's commitments and contingent
liabilities at each balance sheet date is as follows:

                                       Notional Amount
                              March 31, 1999     December 31, 1998
                                             
Commitments to extend credit      $5,466,000      $4,545,000
Credit card arrangements             973,000         561,000
Standby letters of credit            738,000         132,000

Commitments to extend credit and credit card
arrangements are agreements to lend to a customer as
long as there is no violation of any condition
established in the contract.  Commitments generally
have fixed expiration dates or other termination
clauses and may require payment of a fee. A portion of
the commitments are expected to be drawn upon, thus
representing future cash requirements. The Bank
evaluates each customer's creditworthiness on a case-by-
case basis.  The amount of collateral obtained upon
extension of credit is based on management's credit
evaluation of the counterparty.  Collateral held varies
but may include accounts receivable; inventory;
property, plant, and equipment; real estate; and stocks
and bonds. Management does not anticipate any material
losses as a result of these commitments.

Standby letters of credit are conditional commitments
issued by the Bank to guarantee the performance of a
customer to a third party.  The credit risk involved in
issuing letters of credit is essentially the same as
that involved in extending loan facilities to
customers.  The Bank holds collateral supporting those
commitments for which collateral is deemed necessary.
Because these instruments have fixed maturity dates and
because many of them expire without being drawn upon,
they do not generally present any significant liquidity
risk to the Bank. Management does not anticipate any
material losses as a result of these letters of credit.
                           
<PAGE>
                           
      LUXEMBURG BANCSHARES, INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      (UNAUDITED)

NOTE 3: ACCOUNTING CHANGES

Future Accounting Change - In June, 1998, the Financial
Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 133,
"Accounting for Derivative Instruments and Hedging
Activities."  This statement established accounting and
reporting standards for derivative instruments and for
hedging activities.  This statement requires an entity
to recognize all derivative instruments and for
hedging activities.  This statement requires an entity
to recognize all derivatives as either assets or
liabilities in the balance sheet and measure those
instruments at fair value.  The accounting for changes
in the fair value of a derivative depends on the
intended use of the derivative and the resulting
designation.  This statement is effective for fiscal
years beginning after June 15, 1999.  Management, at
this time cannot determine the effect adoption of this
statement may have on the consolidated financial
statements of the Company as the accounting for
derivatives is dependent on the amount and nature of
derivatives in place at the time of adoption.

<PAGE>

                           
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS
      LUXEMBURG BANCSHARES, INC. AND SUBSIDIARIES
                           

SELECTED QUARTERLY FINANCIAL DATA

                                         Three Months Ended March 31,
                                              1999          1998

Net Earnings                                $ 274,774      $ 281,772
Average Consolidated Balance Sheet Items:
   Loans                                   61,314,210     57,750,541
   Taxable Investment                      13,048,984     10,640,118
   Fed Funds Sold                           6,765,478      2,011,958
   Municipal Loans & Investments            8,562,339      5,264,214
   Other Earning Assets                     1,245,899        545,337
      Total Earning Assets                 90,936,910     76,212,168
   Total Assets                            97,431,547     81,840,730
   Deposits                                86,441,725     72,097,514
   Shareholders' Equity                     9,601,636      8,729,091
                                          
Key Ratios:                               
   Average Equity to Average Total Assets       9.85%         10.67%
   Return on Average Total Assets               1.13%          1.38%
   Return on Average Equity                    11.45%         12.91%
   Net Interest Margin                          3.83%          4.43%
                                          

NET INTEREST INCOME

Net interest income, the principle source of earnings,
is the amount by which interest generated by earning
assets exceeds the interest costs of liabilities
obtained to fund them. As shown below, net interest
income has increased $19,473 or 2.34% to $852,593 for
the three months ended March 31, 1999 from $833,120 for
the three months ended March 31, 1998. The increase in
net interest income is due to bank growth. As noted
above, average assets for the three months ended March
31, 1999 were $97,431,547 compared to average assets
for the three months ended March 31, 1998 of
$81,840,730.


                                       Three Months Ended March 31,
                                         1999          1998
Interest Income                        $ 1,744,221   $ 1,602,879
Interest Expense                           891,628       769,759
Net Interest Income                    $   852,593   $   833,120
                                          
Net Interest Margin                          3.80%         4.43%
                                          

RATE/VOLUME ANALYSIS

The impact of changes in volume and interest rates on
net interest income for the three months ended March
31, 1999 is illustrated in the following table:

Three Months Ended March 31, 1999 Compared to Three Months Ended
March 31, 1998.

                             Increase (Decrease) in Net Interest Income
                         Net Change   Due To Rate       Due To Volume
Interest Income           $ 141,342    $ (77,912)           $ 219,254
Interest Expense            121,869      (29,313)             151,182
Net Interest Income       $  19,473    $ (48,600)           $  68,073

<PAGE>

Interest rates on the Bank's earning assets and
interest bearing liabilities were generally lower for
the three months ended March 31, 1999 compared to the
three months ended March 31, 1998.  However, earning
assets increased to $90,936,910 for the three months
ended March 31, 1999 from $76,212,168 for the three
months ended March 31, 1998. Interest bearing
liabilities increased $12,536,857 or 19.42% to
$77,106,358 for the three months ended March 31, 1999
compared to $64,569,501 for the three months ended
March 31, 1998.

OPERATING RESULTS

Net income for the three months ended March 31, 1999,
was $274,774 compared to $281,772 for the three months
ended March 31, 1998.  The decrease of $6,998 reflects
the lower interest rate margin and increased net
occupancy expense of $6,893 for the construction of the
new branch office.  The increase in interest income of
$19,473 for the three months ended March 31, 1999,
compared to the three months ended March 31, 1998, and
is discussed in "Net Interest Income" and "Rate/Volume
Analysis" elsewhere in this report. Mortgage
underwriting fees - Secondary market decreased $62,650
to $12,354 for the three months ended March 31, 1999,
compared to $75,004 for the three months ended March
31, 1998. This decrease is primarily due to decreased
volume as for the three months ended March 31, 1999,
the Company originated $1,766,200 of loans for the
secondary market compared to $5,220,200 for the three
months ended March 31, 1998.

Total operating expenses increased a modest $9,461 or
1.36% from $696,710 for the three months ended March
31, 1998 to $706,171 for the three months ended March
31, 1999.   Salaries and related benefits decreased
$3,115 or 0.78% to $395,165 for the three months ended
March 31, 1999 compared to $398,280 for the three
months ended March 31, 1998. Net occupancy expense
increased $6,893 to $51,302 for the three months ended
March 31, 1999 compared to $44,409 for the three months
ended March 31, 1998.  Of the estimated $1,400,000 for
the cost of the new office in Casco, WI., $1,160,438 
was paid since the construction began in the fourth
quarter of 1998.   Equipment rentals, depreciation, and
maintenance for the three months ended March 31, 1999
increased $3,321 or 4.38% to $79,114 compared to
$75,793 for the three months ended March 31, 1998.
Finally, other operating expenses for the three months
ended March 31, 1998 deceased $2,993 or 1.98% to
$147,953 from $150,946 for the three months ended March
31, 1997.

     Year 2000 Risks.   The Company is exposed to
future uncertainty, potential future reduction in
earnings, and future losses, including litigation, due
to business interruption or errors, if its computer
systems are not modified to ensure that dates after
December 31, 1999 are not misrepresented by those
systems. This eventuality is commonly referred to as
the Year 2000 problem.
     
     The Bank uses computer-related technologies and
software throughout its business that will be affected
by the date change in the year 2000.  The Bank's
directors, senior management and staff are aware of
these Year 2000 issues and have appointed a technology
committee to study and direct the project to bring all
of the computer-related systems into Year 2000
compliance during 1998 and 1999. In accordance with the
guidelines of the FDIC, the technology committee will
be addressing the issue using the following phases

                                   Percent Completed
                    1) Awareness             100%
                    2) Assessment            100%
                    3) Renovation             90%
                    4) Validation             75%
                    5) Implementation         25%
     
     The Bank has recently converted its main data
processing system.  The vendor has provided the Bank
with a copy of its Year 2000 project plan and stated
that the software is Year 2000 compliant.  The Bank is
in the process of obtaining similar information and
commitments from the Bank's other vendors.  The Bank is
acting upon the belief and understanding that  all
federal agencies are actively managing the Year 2000
problems which are inherent in the global banking and
payments system.

<PAGE>     




The Company spent approximately $30,000 in 1998 on Year
2000 renovation and testing.  The Technology Committee
of the Bank of Luxemburg has budgeted $20,000.00 for
technology improvements for 1999, a portion which may
be required  for consulting and technical assistance in
testing of information and non-information systems.
During the three months ended March 31, 1999 $2,324 was
spent  for year 2000 related  issues.

ALLOWANCE FOR LOAN LOSSES

The amount charged to the provision for loan losses by
the Bank is based on management's evaluation as to the
amounts required to maintain an allowance adequate to
provide for potential losses inherent in the loan
portfolio. The level of this allowance is dependent
upon the total amount of past due and non-performing
loans, general economic conditions and management's
assessment of potential losses based upon internal
credit evaluations of the loan portfolio and particular
loans. In 1999 the Bank management allocated the
allowance based on an assigned risk factor for each
category of loans and adjusting the allocation by
potential losses of individual loans.  The Bank's
credit customers are subject to potential losses as a
result of Year 2000 exposure in their own computer
systems as well as the computer systems of their
suppliers and customers.  The Bank is  working with
those customers that may be significantly affected by
the Year 2000 exposure.  The exposure, if not
adequately addressed, will be taken into account in
assessing the loss potential, if any, associated with
each credit relationship.  Loans are entirely to
borrowers in Northeast Wisconsin.

The Bank generally places loans on non-accrual status
when the loan is past due as to the payment of interest
and/or principal in excess of 90 days. The Bank also
places loans on a non-accrual status when it deems the
collection of such interest unlikely. Loans are
returned to full accrual status when the loan is
brought current according to all terms of the loan
agreement, all past due principal and interest is paid
and the Bank deems its collateral position adequate to
warrant a return to accrual status.

At March 31, 1999 and 1998 the Company did not have any
loans past due 90 days or more that were still accruing
interest. At March 31, 1999 and 1998 the Company did
not have any loans that meet the definition of
"Troubled Debt Restructuring". In addition, there were
no loans considered to be impaired.  The Bank had
$316,000 of nonaccrual loans at March 31, 1999 and
$238,000 of nonaccrual loans at March 31, 1998.

During the three months ended March 31, 1999, $30,000
was charged to the provision for loan losses compared
to $37,500 for the three months ended March 31, 1998.
At March 31, 1999 the allowance was $794,000 or 1.23%
of total loans. This compares to an allowance of
$704,000 or 1.22% of total loans as of March 31, 1998.
For the three months ended March 31, 1999 the Bank had
net charge-offs of $9,000 compared to net charge-offs
of $11,000 for the three months ended March 31, 1998.

The following table summarizes loan charge-offs and
recoveries by type of loan for the three months ended
March 31, 1999 and 1998:
    Loan Type                March 31, 1999          March 31, 1998
                         Charge-Off   Recovery     Charge-Off  Recovery
                                                  
Real Estate                $    0     $    0        $    0     $    0
Commercial and Industrial       0          0             0          0          
Agricultural                    0      3,000             0          0
Consumer                   13,000      1,000        18,000      7,000
                                                           
TOTALS                   $ 13,000    $ 4,000       $18,000     $7,000


<PAGE>

The Bank has allocated its allowance for credit losses
at the end of each period presented as follows:
                                     March 31, 1999     March 31, 1998

                                           % of              % of
                                           loans             loans
Balance at End of Period                     to                to
Applicable to:                              total             total
                                 Amount     Loans   Amount    Loans
Commercial and agricultural    $456,738      59%    $10,000    50%
Real Estate-construction         32,813       4%                5%
Real Estate-mortgage             65,650      21%      5,000    34%
Consumer                        121,563      16%     38,500    11%
                                                            
Total Domestic                  676,763     100%     53,500   100%
                                                            
Unallocated                      117,23             650,500
                                                            
TOTALS                        $ 793,976     100%  $ 704,000   100%


LIQUIDITY AND INTEREST RATE SENSITIVITY

The Company must maintain an adequate liquidity
position in order to respond to the short-term demand
for funds caused by withdrawals from deposit accounts,
extensions of credit and for the payment of operating
expenses.  Maintaining this position of adequate
liquidity is accomplished through the management of a
combination of liquid assets; those which can be
converted into cash and access to additional sources of
funds.  Primary liquid assets of the Company are cash
and due from banks, federal funds sold, investments
held as "available for sale" and maturing loans.
Federal funds purchased and loans from the Federal Home
Loan Bank system represent the Company's primary source
of immediate liquidity and were maintained at a level
to meet immediate needs.  Federal Funds Sold averaged
approximately $6,765,000 and $2,012,000 for the three
months ended March 31, 1999 and 1998, respectively.
Maturities in the Company's loan and investment
portfolios are monitored regularly to avoid matching
short-term deposits with long-term loans and
investments. Other assets and liabilities are also
monitored to provide the proper balance between
liquidity, safety, and profitability.  This monitoring
process must be continuous due to the constant flow of
cash that is inherent in a financial institution.

The Company actively manages its interest rate
sensitive assets and liabilities to reduce the impact
of interest rate fluctuations. In addition, the Bank
monitors the interest rates paid on Certificates of
Deposit as advertised by its competitors and strives to
pay competitive interest rates to retain and attract
Certificates of Deposit. Should competitive pressures
dictate, the Bank may have to increase rates paid to
retain the Certificates of the Deposit that mature in
the next year and any increase in interest rates paid
on Certificates of Deposit may reduce future Company
earnings. The Bank also monitors the assets and
liabilities that reprice each month to determine the
impact on future earnings from anticipated repricings.
At March 31, 1999 the Company's rate sensitive
liabilities exceed rate sensitive assets due within one
year by $3,937,000.

As part of managing liquidity, the Company monitors its
loan to deposit ratio on a daily basis.  At March 31,
1999 the ratio was 75.5% which is within the Company's
acceptable range.

The Company experienced a decrease in cash and cash
equivalents, its primary source of liquidity, of
$3,847,176 for the three months ended March 31, 1999.
The primary source of cash flow for the three months
ended March 31, 1999 was cash provided by operating
activities of $431,187. Cash outflow for the three
months ended March 31, 1999 primarily consisted of the
following: Net security purchases of $2,857,800, a
decrease in deposits of $667,490 and an increase in
capital expenditures of $848,111. Even though the
Company experienced a decrease in loans and deposits in
the first quarter of 1999, the Company's management
believes its liquidity sources are adequate to meet its
operating needs and does not know of any trends, events
or uncertainties that may result in a significant
adverse effect on the Company's operations or liquidity
position.

The Company has commenced a stock offering for up to 25,000 
shares of stock at $44.00 a share.  The Bank intends to use
the net proceeds to replenish short term investments that we
liquidated in order to pay for the acquisition and construction
of our new Casco branch.

<PAGE>

The following table illustrates the projected
maturities and the repricing mechanisms of the major
asset/liability categories of the Company as of March
31, 1999, based on certain assumptions. No prepayment
rate assumptions have been made for the loan portfolio.
Maturities and repricing dates for investments have
been projected by applying the assumptions set forth
below to contractual maturities and repricing dates.
 
                              1 Year      1 - 5      5 - 10     After 10
                             or Less      Years      Years        Years
                                                   
Interest Earning                                   
Assets:
   Fed Funds Sold         $ 5,521,000
   Investment Securities  $ 4,499,000  $ 7,366,000 $ 7,269,000  $ 1,708,000
   Loans                                                    
      Variable Rate       $ 9,445,000
      Real Estate-
       Construction       $ 2,625,000                             
      Real Estate-Other   $ 5,610,000  $ 8,046,000 $   101,000  $   171,000
      Commercial and    
       Industrial         $10,219,000  $12,186,000 $   273,000  $ 1,025,000
      Agricultural        $ 3,553,000  $ 2,505,000 $   110,000  $   559,000
      Consumer            $ 2,518,000  $ 7,210,000 $   445,000  $   157,000
   Other                  $ 1,246,000          -0-         -0-          -0-
                                                            
Total Interest Earning    $45,236,000  $37,313,000  $ 8,198,000 $ 3,620,000
 Assets 
                                                           
Interest Bearing Liabilities:
  Interest Bearing Demand                                        $ 5,332,000
   Savings Deposits       $ 5,707,000                            $13,316,000
   Money Market Accounts  $ 1,104,000                            $ 3,097,000
   Certificates of        $33,824,000  $ 4,648,000                     
     Deposit                    
   Jumbo CD's             $ 3,880,000  $   675,000
   IRA's                  $ 4,400,000  $   181,000
   Other                  $   258,000  $    18,000          -0-        -0-
                                                            
Total Interest            $49,173,000  $ 5,522,000          -0-  $21,745,000
 Bearing Liabilities        
                                                            
Interest Sensitivity      $(3,937,000  $31,791,000  $ 8,208,000  ($18,125,000)
Gap per Period        
                                                            
Cumulative Interest       $(3,937,000) $27,854,000  $36,062,000   $17,937,000
Sensitivity Gap       
                                                            
Interest Sensitivity       (4.2%)         33.77%          8.7%      (19.2%)
Gap as a Percentage     
of Earning Assets
                                                            
Cumulative Sensitivity Gap (4.2%)         29.5%          38.2%        19.0%
as a Percentage of Earning
Assets
                                                            
<PAGE>



              PART II - OTHER INFORMATION
                           
Item 6.     Exhibits and reports on Form 8-K

            (a) Exhibits
              10.1 1999 Director Stock Purchase Plan
              27  Financial Data Schedule

            (b) Reports on Form 8-K

        During the quarter ended March 31, 1999, the registrant did
        not file any reports on Form 8-K.


                      SIGNATURES
                           
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto
duly authorized.

                                                       
                                 LUXEMBURG BANCSHARES,INC.
                                 (Registrant)
                           
                           
                                  /s/John A. Slatky
                                  -----------------
                                  John  A. Slatky
                                  President and Chief Executive Officer and
                                  Acting Principal Financial and Accounting 
                                  Officer


                                  Date May 12, 1999

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