SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                                     
                                     
                                 FORM 10-Q
                                     
                                     
               QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934



                                                                           
For quarter ended September 30, 1997          Commission file number 0-8426



                              FIRSTBANK OF ILLINOIS CO.
          (exact name of registrant as specified in its charter)



          DELAWARE                                            37-6141253
(State of other jurisdiction                              (I.R.S. Employer
of incorporation of organization)                        Identification No.)



     205 S. Fifth Street                                              
    Springfield, Illinois                                           62701
(address of principal executive offices)                         (Zip code)



Registrant's telephone number, including area code (217) 753-7543.


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 and (2) has been subject to the
filing requirements for the past 90 days.

             YES __X__                  NO _____


Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

Common stock, par value $1.00 per share -- 15,715,477 shares outstanding on
September 30, 1997.
<PAGE>
Part I.  Financial Information

Item 1.  Financial Statements

FIRSTBANK OF ILLINOIS CO. AND SUBSIDIARIES
INTERIM CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited)
(in thousands of dollars except per share data)

                                                     September 30, December 31,
                                                          1997         1996

ASSETS
Cash and due from banks                                $   96,853   $  110,686
Short-term investments                                      8,216       45,815
Investment securities:
  Available-for-sale, at market value                     537,614      442,749
  Held-to-maturity, at amortized cost (market values of
      $30,127 for 1997 and $36,531 for 1996)               29,242       35,435
       Total investment securities                        566,856      478,184

Loans                                                   1,409,472    1,300,572
Unearned discount                                          (2,355)      (3,166)
    Loans, net of unearned discount                     1,407,117    1,297,406
Reserve for possible loan losses                          (20,359)     (19,103)
    Loans, net                                          1,386,758    1,278,303

Premises and equipment, net                                47,973       43,463
Accrued income receivable                                  20,634       18,945
Other assets                                               42,757       29,808
       Total assets                                    $2,170,047   $2,005,204

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES
Deposits:
  Noninterest-bearing                                  $  276,529   $  307,208
  Interest-bearing                                      1,611,860    1,431,055
       Total deposits                                   1,888,389    1,738,263

Short-term borrowings                                      35,717       39,585
Other liabilities                                          18,159       19,717
Long-term borrowings                                            2            3
       Total liabilities                                1,942,267    1,797,568

SHAREHOLDERS' EQUITY
Preferred stock, no par value:
  Authorized and unissued -- 1,000,000 shares                 -            -
Common stock, par value $1 per share:
 Authorized -- 20,000,000 shares
 Issued including shares in treasury -- 15,794,097 shares
   in 1997 and 15,528,605 shares in 1996                   15,794       15,529
Capital surplus                                            42,264       36,937
Retained earnings                                         170,144      156,509
Unrealized gains on investment                       
   securities, net                                          1,428          527
Less treasury stock at cost:                          
  78,620 shares in 1997 and 90,072 shares in 1996          (1,850)      (1,866)
      Total shareholders' equity                          227,780      207,636
      Total liabilities and shareholders' equity       $2,170,047   $2,005,204


See accompanying notes to interim consolidated condensed financial
statements.
<PAGE>
Part I.  Financial Information ... continued

Item 1.  Financial Statements ... continued

FIRSTBANK OF ILLINOIS CO. AND SUBSIDIARIES
INTERIM CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited)
(in thousands of dollars except per share data)

                                           Nine months Ended Three Months Ended
                                              September 30,     September 30,
                                             1997      1996      1997     1996

INTEREST INCOME
Loans                                      $88,488   $82,522   $31,309  $27,993
Investment securities:
  Taxable                                   24,295    18,412     8,227    6,111
  Exempt from Federal income tax             1,119     1,514       350      477
Short-term investments                       1,652     1,900       572      913
     Total interest income                 115,554   104,348    40,458   35,494

INTEREST EXPENSE
Deposits                                    49,914    43,684    17,832   14,737
Short-term borrowings                        2,202     1,582       595      598
Long-term borrowings                           -           6       -          3
     Total interest expense                 52,116    45,272    18,427   15,338

     Net interest income                    63,438    59,076    22,031   20,156
Provision for possible loan losses           2,196     2,151       762      717

     Net interest income after
     provision for possible loan losses     61,242    56,925    21,269   19,439

NONINTEREST INCOME
Securities gains, net                          323       168       136      159
Service charges on deposit accounts          5,343     4,945     1,997    1,727
Trust services                               3,656     3,214     1,319    1,017
Agricultural services                        1,297     1,170       392      350
Investment services                          1,606     1,732       540      463
Mortgage lending activities                  2,319     2,098       864      684
Other                                        3,292     3,110     1,208      954
     Total noninterest income               17,836    16,437     6,456    5,354

NONINTEREST EXPENSE
Salaries and employee benefits              25,371    23,572     9,082    8,154
Net occupancy                                3,978     3,536     1,396    1,216
Equipment                                    3,489     3,461     1,178    1,166
FDIC and other insurance                       528       419       180      126
Postage, printing and supplies               2,035     1,977       743      623
Professional                                 1,709     1,597       603      517
Other                                        7,330     6,393     2,632    2,076
     Total noninterest expense              44,440    40,955    15,814   13,878

Net income before income taxes              34,638    32,407    11,911   10,915

Income tax expense                          12,567    11,654     4,399    3,887

Net income                                 $22,071   $20,753   $ 7,512  $ 7,028

Earnings per common share                  $  1.39   $  1.32   $  0.47  $  0.45



See accompanying notes to interim consolidated condensed financial
statements.
<PAGE>
Part I.  Financial Information ... continued

Item 1.  Financial Statements ... continued

FIRSTBANK OF ILLINOIS CO. AND SUBSIDIARIES
INTERIM CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW (Unaudited)
(in thousands of dollars)

                                                              Nine Months Ended
                                                                September 30,
                                                               1997       1996


OPERATING ACTIVITIES
 Net income                                                 $ 22,071  $ 20,753
 Adjustments to reconcile net income to net cash provided
  by operating activities:
   Depreciation and amortization                               5,192     6,583
   Provision for possible loan losses                          2,196     2,151
   Net gains incurred on other real estate owned                   -       (66)
   Increase (decrease) in accrued income receivable             (832)      388
   Gain on sale of loans                                      (1,267)     (980)
   Other, net                                                 (3,365)   (2,893)
   Originations of loans for sale                           (101,928) (106,933)
   Proceeds from sale of loans                                93,289   105,742
      Net cash provided by operating activities               15,356    24,745

INVESTING ACTIVITIES
 Purchases of investment securities:
   Available-for-sale                                       (625,480) (542,124)
   Held-to-maturity                                             (704)   (3,343)
 Proceeds from sales of investment securities
   Available-for-sale                                         76,202   125,374
 Proceeds from maturities of and principal payments on
   investment securities:
   Available-for-sale                                        487,449   404,214
   Held-to-maturity                                            7,727     9,962
 Purchases of premises and equipment                          (5,307)   (4,362)
 Proceeds from sales of premises and equipment                   304        11
 Proceeds from sales of other real estate owned                1,164       951
 Net loans originated                                        (41,233)  (39,136)
 Cash and cash equivalents acquired, net of cash
   paid in acquisitions                                       (2,354)      -
 Net cash used in investing activities                      (102,232)  (48,453)

FINANCING ACTIVITIES
 Net increase (decrease) in noninterest-bearing 
   deposit accounts                                          (45,559)   11,612
 Net increase in savings, NOW and money market deposits       37,649     4,813
 Net increase in certificates of deposit                      61,990    27,788
 Net increase (decrease) in short-term borrowings             (4,937)    5,721
 Principal payments under capital lease obligations               (1)     (100)
 Payments to retire long-term debt                            (4,600)       -
 Cash dividends paid                                          (8,077)   (7,234)
 Proceeds from exercise of common stock options                1,023       802
 Proceeds from dividend reinvestment plan                        444       462
 Purchase of shares for treasury                              (2,488)   (3,319)
      Net cash provided by financing activities               35,444   _40,545

Increase (decrease) in cash and cash equivalents             (51,432)   16,837
Cash and cash equivalents at beginning of year               156,501    97,624
Cash and cash equivalents at end of period                  $105,069  $114,461

Supplemental information:
  Income taxes paid                                         $ 12,055  $ 10,839
  Interest paid                                               51,022    45,324
  Noncash transfers of loans to other real estate              1,369       484



See accompanying notes to interim consolidated condensed financial
statements.
<PAGE>  
  PART I.   FINANCIAL INFORMATION ... Continued
  
  Item 1.        Financial Statements.. Continued
  
  FIRSTBANK OF ILLINOIS CO. AND SUBSIDIARIES
  
  NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS(unaudited)
  
  September 30, 1997

  1.   The   accompanying   unaudited  interim  consolidated   condensed
       financial  statements have been prepared in accordance  with  the
       instructions to Form 10-Q and, therefore, do not include  all  of
       the   information  and  notes  required  by  generally   accepted
       accounting   principles   for  complete  consolidated   financial
       statements.   In  the  opinion  of  management,  all  adjustments
       (consisting  of  normal recurring accruals) considered  necessary
       for   a  fair  presentation  have  been  included.   For  further
       information,  refer to the Company's Annual Report on  Form  10-K
       for the year ended December 31, 1996.
  
  2.   On  January  2,  1997, the Company purchased  certain  assets  of
       Zemenick & Walker, Inc. ("Z&W"), a registered investment advisory
       firm headquartered in St. Louis, Missouri.  This acquisition  was
       accounted for using the purchase method of accounting, therefore,
       the  operating  results of Z&W are included in  the  consolidated
       condensed financial results beginning January 2, 1997.

  3.   On  June  10,  1997 the Company acquired BankCentral  Corporation
       ("BankCentral") and its wholly-owned subsidiary, Central National
       Bank of Mattoon, Illinois.  BankCentral, with consolidated assets
       of   approximately  $110  million,  operates  four  locations  in
       Mattoon,  Illinois.  The transaction, which involved an  exchange
       of  cash  and  Company common stock totaling approximately  $13.0
       million,  was  recorded using the purchase method of  accounting.
       The  Company recorded a cost in excess of net assets acquired  of
       approximately  $7,136,000, which will be amortized  over  fifteen
       years.   The  operations  of  BankCentral  are  included  in  the
       consolidated condensed financial results beginning June 10, 1997.

  4.   The  Company provides long-term variable and fixed rate financing
       on   residential   real  estate  through  two  of   its   banking
       subsidiaries.   Originated  loans are  sold  into  the  secondary
       market  without recourse, with $93,289,000 and $105,742,000  sold
       during the first nine months of 1997 and 1996, respectively.   At
       September  30,  1997 and December 31, 1996, the Company  serviced
       loans  aggregating  $383,262,000 and $355,220,000,  respectively,
       which were owned by others.
  
  5.   On  July 18, 1997, the Company's Board of Directors authorized  a
       three-for-two stock split effected in the form of  a  50  percent
       stock   dividend.   One  share  for  each  two  shares  held   by
       shareholders  of  record  August  15,  1997  was  distributed  on
       September  1,  1997.  This resulted in the issuance of  5,264,419
       additional  shares of common stock.  The par  value  of  the  new
       shares  issued was transferred from capital surplus to the common
       stock  account.  In addition, all references to number of shares,
       per  share amounts, and common stock outstanding for all  periods
       presented  prior to that time have been restated to  reflect  the
       stock split.
<PAGE>  
  Part I.        Financial Information ... Continued
  
  Item 2.        Management's Discussion and Analysis of Financial
                 Condition and Results of Operations  (dollars in
                 thousands, except per share data)
  
  General
  
        Firstbank provides banking, trust, investment advisory and other
  financial  services through its operating subsidiaries in Illinois and
  Missouri.   The following discussion and related financial information
  is presented  to  aid  in  the  understanding  of  Firstbank's current
  financial  position and recent  results of operations.   This analysis
  provides  a more  comprehensive  review than the  interim consolidated
  condensed financial statements and tables alone, but should be read in
  conjunction  with  those  statements and tables, which  are  presented
  elsewhere in this report.

        On  January  2,  1997, the Company purchased certain  assets  of
  Zemenick & Walker, Inc. ("Z&W"), a registered investment advisory firm
  headquartered in St. Louis, Missouri.  This acquisition was  accounted
  for  using the purchase method of accounting, therefore, the operating
  results  of  Z&W are included in the consolidated condensed  financial
  results beginning January 2, 1997.

        On  June  10, 1997 the Company acquired BankCentral  Corporation
  ("BankCentral") and its wholly-owned subsidiary, Central National Bank
  of  Mattoon,  Illinois.   BankCentral,  with  consolidated  assets  of
  approximately  $110  million,  operates  four  locations  in  Mattoon,
  Illinois.   The transaction, which involved an exchange  of  cash  and
  Company  common  stock  totaling  approximately  $13.0  million,   was
  recorded  using the purchase method of accounting.  The operations  of
  BankCentral  are  included  in  the consolidated  condensed  financial
  results beginning June 10, 1997.


  Consolidated Balance Sheet Analysis

        Total  assets at September 30, 1997 were $2,170,047, up $164,843
  from  $2,005,204  at  December 31, 1996.   The  Company,  which  added
  BankCentral's approximately $110 million in assets during  the  second
  quarter,  has  also  experienced good internal balance  sheet  growth.
  During  the first nine months of 1997, exclusive of balances  acquired
  from BankCentral, investment securities increased $56,274 with funding
  from  a  $53,723 increase in deposits.  In addition to  investing  new
  funds, investment security maturities of $495,176 were also reinvested
  during the first nine months of 1997.
  
        Average earning assets, as a percentage of average total assets,
  increased slightly in the first three quarters of 1997 to 92.23%  from
  92.19%  at  December 31, 1996.  The current loan-to-deposit  ratio  of
  74.51%  decreased  from  the  year-end level  of  74.64%  as  deposits
  increased  at  a slightly faster rate than the loan portfolio  in  the
  first nine months of 1997.
  
       Loan Portfolio

        The Company's banking group operates and substantially all loans
  are  made in the states of Illinois and Missouri.  The following table
  presents  the  composition of the loan portfolio as of  September  30,
  1997 and December 31, 1996:
  
                                       September 30,  % of  December 31,  % of
                                           1997      total     1996      total
  
  
  Commercial, financial
    and agricultural                  $  323,950    22.98% $  291,706   22.43%
  
  Real estate - construction              95,006     6.74      67,618    5.20
  Real estate - mortgage                 755,556    53.61     706,026   54.29
  
  Installment                            234,960    16.67     235,222   18.08
          Total loans                 $1,409,472   100.00% $1,300,572  100.00%

        The  Company  manages  exposure  to  credit  risk  through  loan
  portfolio  diversification  by  customer,  industry,  and  loan  type.
  Credit   risk  management  also  includes  pricing  loans   to   cover
  anticipated  future loan losses, funding and servicing  cost,  and  to
  allow for a profit margin.

        The  Company's  loan portfolio at September 30,  1997,  includes
  $102,157  or  7.2%  of the total loan portfolio, in loans  related  to
  agribusiness.  Such loans are generally secured by farmland, crops  or
  equipment.  Lending officers of the various subsidiary banks work with
  their  agricultural  borrowers in preparing and  analyzing  cash  flow
  information used in the lending decision.
<PAGE>
        Firstbank had no concentration of loans to any other industry on
  these  dates.  Additionally, the Company has refrained from  financing
  highly  leveraged corporate buy-outs, which management believes  would
  subject Firstbank to an unacceptable level of risk.
  
        The  Company is not aware of any loans classified for regulatory
  purposes  at September 30, 1997, that are expected to have a  material
  impact  on  the  Company's  future operating  results,  liquidity,  or
  capital  resources.  The Company is not aware of any material  credits
  about  which there is serious doubt as to the ability of borrowers  to
  comply   with  the  loan  repayment  terms.   There  are  no  material
  commitments  to  lend additional funds to customers whose  loans  were
  classified as nonaccrual at September 30, 1997.

       Reserve For Possible Loan Losses

        The  reserve for possible loan losses at September 30, 1997  was
  1.45%  of outstanding loans as compared to 1.47% at December 31, 1996.
  A  reserve  for  possible  loan  losses  that  exceeds  the  level  of
  identified  problem loans reflects management's conservative  approach
  by  providing  for  other risks inherent in the  portfolio.   Reserves
  cover 171% of the Company's nonperforming loans at September 30, 1997.
  
       The following table summarizes average loans outstanding; changes
  in the reserve for possible loan losses arising from loans charged-off
  and  recoveries  on  loans previously charged-off, by  loan  category;
  additions to the allowance that have been charged to expense; and  net
  charge-offs  to  average  loans for the nine month  period  have  been
  annualized for comparison purposes:


                                        Nine Months Ended  Twelve Months Ended
                                           September 30,      December 31,
                                              1997              1996
        
        Average loans outstanding          $1,325,655        $1,245,104
        
        Reserve at beginning of year       $   19,103        $   18,047
        Balance of purchased subsidiary bank      982              -
        Provision for possible loan losses      2,196             2,868
        
        Charge-offs:
        Commercial, financial and
          agricultural loans                    1,183             1,143
        Real estate - mortgage loans              459               527
        Real estate - construction loans            5                59
        Installment loans                       1,087             1,650
                                                2,734             3,379
        Recoveries:
        Commercial, financial and
          agricultural loans                      335               591
        Real estate - mortgage loans              170               370
        Real estate - construction loans           -                 15
        Installment loans                         307               591
                                                  812             1,567
        Net charge-offs                         1,922             1,812
        
        Reserve at end of period           $   20,359        $   19,103
        
        Net charge-offs to average loans         0.19%             0.15%
        
        
        In  determining an adequate balance in the reserve for  possible
  loan losses, management places its emphasis as follows:  evaluation of
  the  loan  portfolio  with  regard to  potential  future  exposure  on
  impaired  loans to specific customers and industries; reevaluation  of
  each nonperforming loan or loan classified by supervisory authorities;
  and an overall review of the remaining portfolio in light of past loan
  loss  experience.   Any problems or loss exposure estimated  in  these
  categories was provided for in the total current period reserve.
  
         Loan  portfolio  quality  remains  management's  top  priority.
  Management  believes  the  reserve for possible  loan  losses  remains
  adequate to absorb losses inherent in the consolidated loan portfolio.
  Ongoing reviews of the portfolio, coverage ratios, and trends  in  the
  reserve and net charge-offs support this belief.

<PAGE>



       Nonaccrual, Restructured and Past Due Loans

        Nonperforming loans as a percentage of total loans was 0.85%  at
  September  30, 1997, down from 0.96% at June 30, 1997 and up  slightly
  from 0.83% at December 31, 1996.
  
    Nonperforming loans at September 30, 1997 and December 31, 1996
  include the following:

                                              September 30 ,     December 31,
                                                   1997              1996
        Commercial, financial and
          agricultural                         $  4,924          $  4,274
        Real estate - construction                 -                  320
        Real estate - mortgage                    6,160             5,534
        Installment                                 906               676
            Total                              $ 11,990          $ 10,804
        
        Nonaccrual loans (1)                   $ 10,454          $  8,920
        Loans past due 90 days or more (2)        1,464             1,731
        Restructured loans (3) (4)                   72               153
        Total nonperforming loans              $ 11,990          $ 10,804
        
        Nonperforming loans to
          total loans                              0.85%             0.83%

     (1)  It  is  the  policy of the Company to periodically review  its
        loans and to discontinue the accrual of interest on any loan for
        which  full collectibility of principal or interest is doubtful.
        Subsequent interest payments received on such loans are  applied
        to  principal if there is any doubt as to the collectibility  of
        such  principal;  otherwise,  these  receipts  are  recorded  as
        interest income.
        
     (2) Excludes loans accounted for on a nonaccrual basis.
        
     (3)  Restructured loans are classified as such only until such time
        as  the terms are substantially equivalent to terms on which new
        loans  with  comparable risks are being made.  For  purposes  of
        this summary, loans renewed on market terms existing at the date
        of renewal are not considered restructured loans.
        
     (4)  Excludes  loans accounted for on a nonaccrual basis and  loans
        contractually  past  due  90 days or  more  as  to  interest  or
        principal payments.

       In the normal course of business, the practice is to consider and
  act  upon  borrowers' requests for renewal of loans at their maturity.
  Evaluation of such requests includes a review of the borrower's credit
  history,  the collateral securing the loan, and the purpose  for  such
  request.   In  general,  loans which the Company  renews  at  maturity
  require  payment of accrued interest, a reduction in the loan balance,
  and/or   the  pledging  of  additional  collateral  and  a   potential
  adjustment  of  the interest rate to reflect changes in  the  economic
  conditions.
  
     Potential Problem Loans

        As  of  September 30, 1997, fourteen loan relationships  with  a
  total  principal  balance of approximately $1,406 were  identified  by
  management as having possible credit problems that raise doubts as  to
  the  ability  of  the borrowers to comply with the  current  repayment
  terms.  While these commercial or commercial real estate borrowers are
  currently  meeting  all the terms of the applicable  loan  agreements,
  their  financial condition has caused management to believe that their
  loans may result in disclosure at some future time as nonaccrual, past
  due or restructured.

     Foreign Outstandings

        The Company had no loans to any foreign countries on any of  the
  dates specified in the tables.

  Liquidity and Interest Rate Sensitivity
  
        Interest  rate  sensitivity  is closely  monitored  through  the
  Company's asset-liability management procedures.  At the end  of  this
  discussion is a table reflecting Firstbank's interest rate  gap  (rate
  sensitive  assets  minus  rate  sensitive  liabilities)  analysis   at
  September  30,  1997, individually and cumulatively,  through  various
  time horizons.
<PAGE>

        At  September  30, 1997 and December 31, 1996,  the  static  gap
  analyses  indicated substantial liability sensitivity over a  one-year
  time  horizon.  Generally, such a position indicates that  an  overall
  rise  in interest rates would result in an unfavorable impact  on  the
  Company's  net  interest  margin, as liabilities  would  reprice  more
  quickly  than  assets.  Conversely, the net interest margin  would  be
  expected  to  improve with an overall decline in interest  rates.   As
  savings,  NOW  and money market accounts are subject to withdrawal  on
  demand, they are presented in the analysis as immediately repriceable.
  Based  on  the Company's experience, pricing on such deposits  is  not
  expected  to change in direct correlation with changes in the  general
  level  of short-term interest rates.  Accordingly, management believes
  that  a  gradual increase in the general level of interest rates  will
  not have a material effect on the Company's net interest income.
  
       This traditional method of measuring interest rate risk does not,
  in  management's opinion, adequately assess many of the variables that
  affect  the  Company's  net interest margin.  As  a  result  Firstbank
  places  more emphasis on the use of simulation analysis.   Using  this
  technique,   the  impact  of  various  interest  rate   scenarios   on
  Firstbank's net interest margin are analyzed and management strategies
  adjusted  to  maintain  the interest margin within  certain  tolerance
  ranges.
  
        The  Company's simulation analysis evaluates the effect  on  net
  interest  income  of  alternative  interest  rate  scenarios   against
  earnings in a stable interest rate environment.  At December 31, 1996,
  the  analysis projected net interest income to decrease 2.2%  and  the
  net interest margin to contract 9 basis points if the general level of
  interest  rates  increased by 2 percentage points  over  the  next  12
  months  (.50%  each quarter).  Conversely, the analysis projected  net
  interest income to increase 4.9% and the net interest margin to expand
  by  20 basis points if the general level of interest rates fell  by  2
  percentage  points over the next 12 months (.50% each  quarter).   The
  September   30,  1997  simulation  analysis,  using  the   assumptions
  described above, projected net interest income to  decrease  2.5%  and
  the  net  interest  margin  to contract by 4  basis  points  if  rates
  increase 2 percentage points in the next 12 months.  If rates  fall  2
  percentage  points, the net interest income was projected to  increase
  5.1% and the net interest margin projected to expand 25 basis points.
  
       At the present time, Company management is not aware of any known
  trends,  events  or  uncertainties that will have  or  are  reasonably
  likely  to have a material effect on the Company's liquidity,  capital
  resources  or  results  of  operations.  Company  management  is  also
  unaware  of  any current recommendations by the regulatory authorities
  which, if they were to be implemented, would have such an effect.

        The  Company has over 95% of its investment portfolio designated
  as  available-for-sale.  The unrealized gains, net  of  tax,  on  that
  portfolio were $1,428 and $527 at September 30, 1997 and December  31,
  1996,  respectively, and are reflected as an increase  in  the  equity
  section of the balance sheet.  The current unrealized gain, which  has
  increased to approximately 0.4% of the total available-for-sale market
  value, is an indication that the aggregate yield remains very close to
  current market rates.

  Capital Resources

        The Company believes that a strong capital position is vital  to
  continued   profitability  and  to  promote  depositor  and   investor
  confidence.  The Company's consolidated capital levels are a result of
  its  capital  policy which establishes guidelines for each  subsidiary
  based  on industry standards, regulatory requirements, perceived  risk
  of the various businesses, and future growth opportunities.
  
        The  Company's September 30, 1997 equity-to-asset  and  tangible
  equity-to-asset  ratios  were 10.50% and  9.44%  and  consistent  with
  10.35%  and  9.73%  ratios, respectively, at the  end  of  1996.   The
  stability  in  the  equity ratios is attributable  to  the  consistent
  growth in retained earnings and the overall balance sheet in the first
  nine   months  of  1997.   Tangible  equity  declined  slightly   upon
  completion  of  two  purchase  transactions,  Zemenick  &  Walker  and
  BankCentral, during the first nine months of 1997.  The September  30,
  1997  equity-to-asset ratio excluding investment  security  unrealized
  holding gains is 10.44%.

        At  September 30, 1997, the Company and its banking subsidiaries
  each  exceed their minimum capital requirements for "well capitalized"
  institutions.  Tier 1, Total Capital and Tier 1 Leverage  ratios  were
  15.02%,  16.27% and 9.41%, respectively at September  30,  1997.   The
  minimum capital ratios for "well capitalized" institutions are 6%, 10%
  and  5%  for  Tier  1,  Total  Capital and  Tier  1  Leverage  ratios,
  respectively.

        Shareholders'  equity represents book value  and  tangible  book
  value per common share of $14.49 and $12.89 respectively, at September
  30,  1997, as compared to $13.45 and $12.55, respectively, at December
  31, 1996.

<PAGE>

  Consolidated Income Statement Analysis

        Net  income  for the three months ended September 30,  1997  was
  $7,512 as compared to net income for the corresponding period of  1996
  of  $7,028.  The improvement in earnings is attributable to  increased
  net interest income as average earning assets for the third quarter of
  1997  increased 9.3% over the comparable 1996 quarter.   Earnings  per
  share  for  the three month period was $0.47 as compared to  the  1996
  amount of $0.45, an increase of 4.4%.
  
        Net  income  for the nine months ended September  30,  1997  was
  $22,071 as compared to net income for the corresponding period of 1996
  of  $20,753.  The improvement in the Company's nine month earnings can
  also  be  attributable to the increased net interest income as average
  earning  assets for the nine months ended September 30, 1997 increased
  12.5%  over  the comparable 1996 period.  Earnings per share  for  the
  nine  month period was $1.39 as compared to the 1996 amount of  $1.32,
  an increase of 5.3%.

       Net Interest Income

        Net  interest  income  for the first nine  months  of  1997  was
  $63,438,  or $4,362 above the first nine months of 1996.  Net interest
  income for the third quarter of 1997 was $22,031, or $1,875 above  the
  1996 quarter.  Yields have remained relatively stable on the Company's
  earning  asset base while interest rates on the Company's core deposit
  funding  have  increased slightly.  Net interest  income  (on  a  tax-
  equivalent  basis) as a percentage of average earning assets  for  the
  third  quarter  was 4.42% as compared to 4.58% for the same  period  a
  year  ago.   Average earning assets have increased  $221  million,  or
  12.5%, compared to the third quarter last year.  Because the Company's
  funding  costs have increased at a greater rate than yields on earning
  assets, primarily due to competitive deposit pricing, the net interest
  margin  has  narrowed  slightly  as a percentage  of  average  earning
  assets.   Average balance sheets and yields are included for  each  of
  those quarters at the end of this discussion.
  
       Provision For Possible Loans Losses

       The provision for possible loan losses of $2,196 and $762 for the
  first  nine months and third quarter of 1997 increased slightly  as  a
  result  of  BankCentral's regular provision of $45 recorded since  its
  acquisition  in  June 1997.  Low nonperforming loan  levels,  low  net
  charge-offs  and  strong  reserve coverage  levels  have  allowed  the
  Company  to  maintain  a relatively low provision  for  possible  loan
  losses in 1997.

       Noninterest Income

        Noninterest  income for the first nine months of 1997  increased
  8.5% compared to the corresponding period in 1996.  Service charges on
  deposit  accounts increased by 8.0% for the first nine months of  1997
  and  15.6%  for  the  current quarter as compared  to  the  same  1996
  periods.  Growth in these fees is the result of an increased number of
  deposit  accounts, some resulting from recently acquired  BankCentral,
  and implementation of ATM foreign transaction service fees.
  
        Trust fee income increased by 13.8% for the first nine months of
  1997  and  29.7% for the current quarter as compared to the same  1996
  periods.    Successful  new  business  development   efforts   largely
  accounted for the growth in trust fees.
  
        The Company provides long-term variable and fixed rate financing
  on  residential  real estate through two of its banking  subsidiaries.
  Originated loans are typically sold into the secondary market  without
  recourse while continuing to service the loans for investors.   Income
  from  mortgage lending activities also increased 10.5%  in  the  first
  nine months of 1997 compared to the prior year period.
  
       Noninterest Expense

        Noninterest expense increased 8.5% for the first nine months  of
  1997  compared  to  the  same  period of  1996.   Noninterest  expense
  increased 14.0% for the current quarter of 1997 as compared  with  the
  third quarter of 1996.  Incremental noninterest expense resulting from
  the Company's two purchase acquisitions were $2,055 and $1,102 for the
  first nine months and current quarter of 1997, respectively.  If those
  expenses  are excluded, noninterest expense for the first nine  months
  and  current  quarter of 1997 was 3.5% and 6.0%, respectively,  higher
  than  last  year.  Other current year expense increases have  resulted
  primarily from costs associated with strategic initiatives designed to
  provide comprehensive investment advisory services, discount brokerage
  services, and five new supermarket branch locations.

<PAGE>


       Income Taxes

        Income taxes of $12,567 and $4,399 for the first nine months and
  current quarter of 1997 exceeded the corresponding 1996 period amounts
  by  7.8% and 13.2%, respectively.  The primary differences between the
  two  years were higher pre-tax earnings and lower levels of tax-exempt
  interest income in the current year.  The Company's effective tax rate
  for  the third quarter of 1997 was 36.9% as compared to 35.6%  in  the
  same period of 1996.
  
  EFFECT OF NEW ACCOUNTING STANDARDS
  
        In  February  1997,  the  FASB  issued  Statement  of  Financial
  Accounting Standards No. 128, "Earnings per Share" ("SFAS 128").  SFAS
  128  establishes standards for computing and presenting  earnings  per
  share (EPS).  SFAS 128 simplifies existing standards for computing EPS
  and makes them comparable to international standards.  It replaces the
  presentation of primary EPS with a presentation of basic EPS.  It also
  requires dual presentation of basic and diluted EPS on the face of the
  income statement for all entities with complex capital structures  and
  requires a reconciliation of the components of basic and diluted  EPS.
  Basic  EPS  excludes  dilution  and is  computed  by  dividing  income
  available  to  common shareholders by the weighted-average  number  of
  common  shares outstanding for the period.  Diluted EPS  reflects  the
  potential  dilution that could occur if securities or other  contracts
  to issue common stock were exercised or converted into common stock or
  resulted  in  the  issuance of common stock that then  shared  in  the
  earnings  of  the  Company.   SFAS  128  is  effective  for  financial
  statements  issued  for  periods  ending  after  December  15,   1997,
  including  interim  periods, and requires restatement  of  all  prior-
  period  EPS data presented.  The adoption of SFAS 128 will not have  a
  material  effect on the Company's financial condition  or  results  of
  operations.

         In  June  1997,  the  FASB  issued  SFAS  No.  130,  "Reporting
  Comprehensive  Income" ("SFAS 130"),  which establishes standards  for
  reporting  and  display  of comprehensive income  and  its  components
  (revenues,  expenses,  gains, and losses) in a full  set  of  general-
  purpose  financial statements.  SFAS 130 requires that all items  that
  are required to be recognized under accounting standards as components
  of  comprehensive income be reported in a financial statement that  is
  displayed with the same prominence as other financial statements,  and
  requires  an  enterprise to (a) classify items of other  comprehensive
  income  by  their nature in a financial statement and (b) display  the
  accumulated  balance  of  other comprehensive income  separately  from
  retained earnings and additional paid-in capital in the equity section
  of  a  statement  of financial position.  SFAS 130  is  effective  for
  fiscal  years beginning after December 15, 1997.  Reclassification  of
  financial  statements  for  earlier periods provided  for  comparative
  purposes is required.  Management is currently considering the  impact
  of  SFAS  130, but does not believe it will have a material effect  on
  the financial statements.
  
        In  June 1997, the FASB issued SFAS No. 131, "Disclosures  about
  Segments of an Enterprise and Related Information" ("SFAS 131"), which
  establishes  standards  for the way that public  business  enterprises
  report  information  about  operating  segments  in  annual  financial
  statements  and  requires  that  those  enterprises  report   selected
  information about operating segments in interim financial  reports  to
  shareholders.   It also establishes standards for related  disclosures
  about  products  and services, geographic areas, and major  customers.
  Operating  segments  are  components  of  an  enterprise  about  which
  separate   financial  information  is  available  that  is   evaluated
  regularly  by  the chief operating decision maker in deciding  how  to
  allocate resources and in assessing performance.  Generally, financial
  information is required to be reported on the basis that  it  is  used
  internally  for  evaluating segment performance.   This  Statement  is
  effective  for  financial  statements  for  periods  beginning   after
  December  15,  1997.  In the initial year of application,  comparative
  information  for earlier yeas is to be restated.  This Statement  need
  not be applied to interim financial statements in the initial year  of
  its  application, but comparative information for interim  periods  in
  the  initial  year  of  application is to  be  reported  in  financial
  statements  for  interim periods in the second  year  of  application.
  Management is currently considering the impact of SFAS 131,  but  does
  not   believe  it  will  have  a  material  effect  on  the  financial
  statements.

  EFFECTS OF INFLATION
  
        Persistent high rates of inflation can have a significant effect
  on  the reported financial condition and results of operations of  all
  industries.   However, the asset and liability  structure  of  a  bank
  holding  company is substantially different from that of an industrial
  company,  in  that  virtually all assets and  liabilities  of  a  bank
  holding  company  are  monetary in nature.   Accordingly,  changes  in
  interest  rates  also  have a significant impact  on  a  bank  holding
  company's performance.  Interest rates do not necessarily move in  the
  same direction, or in the same magnitude, as the prices of other goods
  and services.
<PAGE>  
        Inflation does have an impact on the growth of total  assets  in
  the  banking  industry, often resulting in a need to  increase  equity
  capital at higher than normal rates to maintain an appropriate  equity
  to assets ratio.
  
       Although it is obvious that inflation affects the growth of total
  assets,  it  is difficult to measure the impact precisely.   Only  new
  assets  acquired  in  each year are directly  affected,  so  a  simple
  adjustment  of  asset  totals by use of  an  inflation  index  is  not
  meaningful.   The  results of operations also have  been  affected  by
  inflation, but again there is no simple way to measure the  effect  on
  the various categories of income and expense.
  
        Interest  rates  in  particular are  significantly  affected  by
  inflation,  but  neither the timing nor the magnitude of  the  changes
  coincides with changes in standard measurements of inflation  such  as
  the consumer price index.  Additionally, changes in interest rates  on
  some types of consumer deposits may be delayed.  These factors in turn
  affect  the composition of sources of funds by reducing the growth  of
  deposits that are less interest sensitive and increasing the need  for
  funds that are more interest sensitive.
<PAGE>
Part I.  Financial Information
Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations...continued

FIRSTBANK OF ILLINOIS CO. AND SUBSIDIARIES
INTERIM CONSOLIDATED CONDENSED AVERAGE BALANCE SHEETS (Unaudited)
(in thousands of dollars)


                                  Three Months Ended    Three Months Ended
                                  September 30, 1997    September 30 , 1996
                                     Interest Average         Interest Average
                             Average Income/  Yield/  Average Income/  Yield/
                             Balance Expense  Rate    Balance Expense  Rate
ASSETS
Earning assets:
  Loans                   $1,390,569 $31,163  8.95% $1,252,875 $28,049  8.91%
  Investment securities:
    Taxable                  538,528   8,227  6.06     420,319   6,111  5.78
    Nontaxable                23,786     474  7.91      31,137     653  8.35
  Short-term investments      39,975     572  5.68      67,883     913  5.35
     Total earning assets  1,992,858  40,636  8.09   1,772,214  35,726  8.02

Nonearning assets:
  Cash and due from banks     77,352                    78,655
  Premises and equipment      48,204                    41,743
  Reserve for possible 
    loan losses              (20,252)                  (18,684)
  Other assets                62,579                    48,839
     Total nonearning assets 167,883                   150,553

     Total assets         $2,160,741                $1,922,767

LIABILITIES
Interest-bearing liabilities:
Interest-bearing deposits:
  Savings, NOW and money market
    accounts              $  673,073 $ 4,771  2.81% $  629,677 $ 4,253  2.69%
  Time deposits              917,325  13,061  5.65     767,904  10,484  5.43
Federal funds purchased and
   securities sold under repurchase
   agreements                 43,675     580  5.27      47,366     593  4.98
Other short-term and long-term
   borrowings                    853      15  6.98         564       8  5.64
     Total interest-bearing 
       liabilities         1,634,926  18,427  4.47   1,445,511  15,338  4.22

Noninterest-bearing deposits 282,287                   259,698
Other liabilities             18,320                    18,165

Total liabilities          1,935,533                 1,723,374

SHAREHOLDERS' EQUITY         225,208                   199,393

Total liabilities and
  shareholders' equity    $2,160,741                $1,922,767

Net interest income/net yield
   on earning assets                 $22,209  4.42%            $20,388  4.58%
<PAGE>
Part I.  Financial Information

Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations...continued
<TABLE>
FIRSTBANK OF ILLINOIS CO. AND SUBSIDIARIES
INTERIM CONSOLIDATED INTEREST RATE GAP ANALYSIS (Unaudited)
(in thousands of dollars)
<CAPTION>               
                                            September 30, 1997
                                    Remaining Maturity if Fixed Rate;
                          Earliest Possible Repricing Interval if Floating Rate



                                         3        Over 3     Over 1
                                       months    months -    year -       Over
                                        or         12          5           5
                                       less      months      years       years         Total
<S>                                <C>          <C>        <C>         <C>          <C>
INTEREST-EARNING ASSETS
Loans                              $  433,654   $ 293,084  $  632,584   $  47,795   $1,407,117
Investment securities                  87,899      74,134     356,504      48,319      566,856
Other interest-earning assets           8,216         -          -           -           8,216
Total interest-earning assets      $  529,769   $ 367,218  $  989,088   $  96,114   $1,982,189

INTEREST-BEARING LIABILITIES

Savings, NOW, Money Markets        $  701,276   $    -     $     -      $     -     $  701,276
Time deposits over $100,000           103,695      88,886      49,286       1,387      243,254
All other time deposits               163,572     325,327     178,270         161      667,330
Nondeposit interest-bearing
   liabilities                         28,045       6,875         799         -         35,719
Total interest-bearing liabilities $  996,588   $ 421,088  $  228,355   $   1,548   $1,647,579

                            
GAP by Period                      $( 466,819)  $ (53,870) $  760,733   $  94,566   $  334,610

Cumulative GAP                     $( 466,819)  $(520,689) $  240,044   $ 334,610   $  334,610


NOTE:      Loans  scheduled  to  reprice are  reported  in  the  earliest
           possible repricing interval for this analysis.

<PAGE>

                                     
                        PART II.  OTHER INFORMATION


Item 4.   Submission of Matters to a Vote of Security Holders

          None

Item 6.   Exhibits and Reports on Form 8-K:

          A Form 8-K was filed as of July 28, 1997, announcing the Board of
          Directors  authorization of a three-for-two common  stock  split.
          The  split,  which  was  effected in the  form  of  a  50%  stock
          dividend,  was paid September 1, 1997 to shareholders  of  record
          August 15, 1997.


          A.   Exhibit 11



<PAGE>
                                     
                                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 duly authorized.


     Firstbank of Illinois Co.

By:   /s/  Chris R. Zettek
     Executive Vice President and
     Chief Financial Officer

     Date:  November 14, 1997
<PAGE>


</TABLE>
<TABLE>
Exhibit 11

FIRSTBANK OF ILLINOIS CO.

Computation of Net Earnings per Common Share
<CAPTION>
                                         Nine Months Ended      Three Months Ended
                                           September 30,         September 30,
                                         1997         1996         1997         1996
<S>                                  <C>          <C>          <C>          <C>
Net Income                           $22,071,000  $20,753,000  $ 7,512,000  $ 7,028,000


Weighted average common
  shares outstanding                  15,556,351   15,476,162   15,714,117   15,507,818

Plus weighted average
  common share equivalents:
   Assuming exercise of
     employee stock options              286,058      264,635      335,933      273,281

Weighted average common shares
  and common share equivalents
  outstanding                         15,842,409   15,740,796   16,050,050   15,781,098


Net earnings per common share        $      1.39  $      1.32  $      0.47  $      0.45





</TABLE>