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 March 31, 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                                         Identification No.)
organization)


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


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 -- 10,292,953 shares outstanding on
March 31, 1997.



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)

                                                   March 31,  December 31,
                                                    1997         1996

ASSETS
Cash and due from banks                         $   69,907    $ 110,686
Short-term investments                              59,467       45,815
Investment securities:
  Available-for-sale, at market value              525,745      442,749
  Held-to-maturity, at amortized cost 
  (market value of $31,680 and $36,531 
  for 1997 and 1996, respectively)                  30,722       35,435
       Total investment securities                 556,467      478,184

Loans                                            1,284,843    1,300,572
Unearned discount                                   (2,794)      (3,166)
    Loans, net of unearned discount              1,282,049    1,297,406
Reserve for possible loan losses                   (18,942)     (19,103)
    Loans, net                                   1,263,107    1,278,303

Premises and equipment, net                         44,243       43,463
Accrued income receivable                           19,591       18,945
Other assets                                        35,148       29,808
       Total assets                            $ 2,047,930   $2,005,204

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES
Deposits:
  Noninterest-bearing                           $  263,121   $  307,208
  Interest-bearing                               1,499,170    1,431,055
       Total deposits                            1,762,291    1,738,263

Short-term borrowings                               53,914       39,588
Other liabilities                                   21,719       19,717
       Total liabilities                         1,837,924    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 -- 
  10,352,403 shares in 1997 and 1996                10,352       10,352
Capital surplus                                     41,463       42,114
Retained earnings                                  160,916      156,509
Unrealized losses on investment
   securities, net                                    (711)          527
Less treasury stock at cost:  59,450 shares 
   in 1997 and 60,048 shares in 1996                (2,014)      (1,866)
       Total shareholders' equity                  210,006      207,636
       Total liabilities and shareholders' 
           equity                               $2,047,930   $2,005,204



See accompanying notes to interim consolidated condensed financial
statements.

                                  Page 1


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)

                                                     Three Months Ended
                                                         March 31,
                                                       1997      1996

INTEREST INCOME
Loans                                                $28,119   $27,355
Investment securities:
  Taxable                                              7,443     6,029
  Exempt from Federal income tax                         405       540
Short-term investments                                   644       536
     Total interest income                            36,611    34,460

INTEREST EXPENSE
Deposits                                              15,575    14,640
Short-term borrowings                                    742       457
Total interest expense                                16,317    15,097

     Net interest income                              20,294    19,363
Provision for possible loan losses                       717       717

     Net interest income after
     provision for possible loan losses               19,577    18,646

NONINTEREST INCOME
Securities gains (losses), net                           (4)         9
Service charges on deposit accounts                    1,611     1,533
Trust services                                         1,156     1,103
Agricultural services                                    463       350
Mortgage lending activities                              675       693
Investment services                                      548       530
Other                                                    990       902
     Total noninterest income                          5,439     5,120

NONINTEREST EXPENSE
Salaries and employee benefits                         7,973     7,512
Net occupancy                                          1,289     1,175
Equipment                                              1,150     1,126
Postage, printing and supplies                           627       722
Professional                                             541       451
FDIC and other insurance                                 162       133
Other                                                  2,148     2,023
     Total noninterest expense                        13,890    13,142

Net income before income taxes                        11,126    10,624

Income tax expense                                     3,941     3,815

Net income                                           $ 7,185   $ 6,809


Earnings per common share                            $  0.69   $  0.65



See accompanying notes to interim consolidated condensed financial
statements.

                                  Page 2


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)

                                                      Three Months Ended
                                                         March 31,
                                                       1997      1996


OPERATING ACTIVITIES
 Net income                                         $  7,185  $  6,809
 Adjustments to reconcile net income to net 
  cash provided by operating activities:
   Depreciation and amortization                       1,693     2,509
   Provision for possible loan losses                    717       717
   Writedowns in value and losses incurred 
     on other real estate owned                           -          2
   Increase in accrued income receivable                (646)     (374)
   Gain on sale of loans                                (321)     (344)
   Other, net                                          2,838     3,866
   Originations of loans for sale                    (23,843)  (39,295)
   Proceeds from sale of loans                        23,575    37,783
      Net cash provided by operating activities       11,198    11,673

INVESTING ACTIVITIES
 Purchases of investment securities:
   Available-for-sale                               (261,854) (253,312)
   Held-to-maturity                                     (350)   (3,343)
 Proceeds from sales of investment securities
   Available-for-sale                                  9,991    14,171
 Proceeds from maturities of and principal 
   payments on investment securities:
     Available-for-sale                              166,907   196,349
     Held-to-maturity                                  5,044     5,761
 Purchases of premises and equipment                  (2,082)   (1,376)
 Proceeds from sales of premises and equipment            81        11
 Proceeds from sales of other real estate owned          162       244
 Net loan principal collected                         14,390    22,494
   Net cash used in investing activities             (73,411)  (19,001)

FINANCING ACTIVITIES
 Net decrease in noninterest-bearing deposit 
   accounts                                          (44,087)   (8,766)
 Net increase in savings, NOW and money market 
    deposits                                          41,064    13,788
 Net increase in certificates of deposit              27,051    33,065
 Net increase in short-term borrowings                14,327     1,112
 Principal payments under capital lease obligations       (1)      (60)
 Cash dividends paid                                  (2,469)   (2,276)
 Proceeds from exercise of common stock options          687       129
 Proceeds from dividend reinvestment plan                 96       143
 Purchase of shares for treasury                      (1,582)     (333)
      Net cash provided by financing activities       35,086    36,802

Increase (decrease) in cash and cash equivalents     (27,127)    29,474
Cash and cash equivalents at beginning of year       156,501    97,624
Cash and cash equivalents at end of period          $129,374  $127,098

Supplemental information:
  Income taxes paid                                 $      -  $    140
  Interest paid                                       16,314    13,795
  Noncash transfers of loans to other real estate        678        59


See accompanying notes to interim consolidated condensed financial
statements.

                                  Page 3


  PART I.   FINANCIAL INFORMATION ... Continued
  
  Item 1.        Financial Statement ... Continued
  
  FIRSTBANK OF ILLINOIS CO. AND SUBSIDIARIES
  
  NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS(unaudited)
  
  March 31, 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  December  20,  1996  the Company entered  into  a  definitive
       agreement  to  acquire  all  the  outstanding  common  stock   of
       BankCentral  Corporation  ("BankCentral")  and  its  wholly-owned
       subsidiary,   Central   National  Bank  of   Mattoon,   Illinois.
       BankCentral,  with  consolidated  assets  of  approximately  $114
       million,  operates  four  locations in  Mattoon,  Illinois.   The
       transaction,  which  involves an exchange  of  cash  and  Company
       common  stock  totaling  approximately  $13.3  million,  will  be
       accounted  for  using the purchase method of  accounting  and  is
       expected to close during the second quarter of 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 $23,575,000 and $37,783,000  sold
       during the first three months of 1997 and 1996, respectively.  At
       March  31, 1997 and December 31, 1996, the Company serviced loans
       aggregating  $362,425,000 and $355,220,000,  respectively,  which
       were owned by others.


                                  Page 4


  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 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.


  Consolidated Balance Sheet Analysis

        Total assets at March 31, 1997 were $2,047,930, up $42,726  from
  $2,005,204  at December 31, 1996.  Increases in investment  securities
  of  $78,283  and  short-term investments of $13,652  were  principally
  funded   by   growth  in  interest-bearing  transaction  deposit   and
  certificate  of  deposit accounts.  Net loans  declined  $15,357  from
  December  31,  1996,  also provided available funding  as  competitive
  interest  rate  and  seasonal pressures in the  marketplace  precluded
  immediate reinvestment in loans.
  
        Average earning assets, as a percentage of average total assets,
  increased slightly in the first quarter of 1997 to 92.47% from  92.19%
  at  December  31, 1996.  The current loan-to-deposit ratio  of  72.75%
  decreased  from  the year-end level of 74.64% primarily  as  interest-
  bearing   deposits  increased  $68,115  and  loans,  net  of  unearned
  discount, decreased $15,357.
  
       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 March  31,  1997
  and December 31, 1996:
  
                              March 31,   % of   December 31, % of
                                 1997     total      1996     total
  
  
  Commercial, financial
    and agricultural         $  283,141    22.04% $  291,706   22.43%
  
  Real estate - construction     74,805     5.82      67,618    5.20
  Real estate - mortgage        703,414    54.75     706,026   54.29
  
  Installment                   223,483    17.39     235,222   18.08
          Total loans        $1,284,843   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 March 31, 1997, includes $89,096,
  or 6.9% 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.

        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.


                                  Page 5


        The  Company is not aware of any loans classified for regulatory
  purposes  at  March  31, 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 March 31, 1997.
  
       Reserve For Possible Loan Losses

        The reserve for possible loan losses at March 31, 1997 was 1.48%
  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 141% of the
  Company's nonperforming loans at March 31, 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; and
  additions to the allowance that have been charged to expense:


                                     Three Months EndedTwelve Months Ended
                                        March 31,        December 31,
                                           1997              1996
        
        Average loans outstanding      $1,281,372        $1,245,104
        
        Reserve at beginning of year   $   19,103        $   18,047
        Provision for possible loan 
          losses                              717             2,868
        
        Charge-offs:
        Commercial, financial and
          agricultural loans                  319             1,143
        Real estate - mortgage loans          287               527
        Real estate - construction loans        5                59
        Installment loans                     437             1,650
                                            1,048             3,379
        Recoveries:
        Commercial, financial and
          agricultural loans                   74               591
        Real estate - mortgage loans           20               370
        Real estate - construction loans        -                15
        Installment loans                      76               591
                                              170             1,567
        Net charge-offs                       161             1,812
        
        Reserve at end of period       $   18,942        $   19,103
        
        Net charge-offs to average loans     0.07%             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.
  
       Nonaccrual, Restructured, Impaired and Past Due Loans

        Nonperforming loans as a percentage of total loans was 1.05%  at
  March  31,  1997, up from 0.83% at December 31, 1996.   The  Company's
  level of nonperforming loans increased in the first quarter of 1997 to
  $13,475  from  $10,804  at December 31, 1996.  Impaired  loans,  which
  include  nonaccrual  loans, were $9,464 at March  31,  1997,  up  from
  $8,920  at  December 31, 1996.  As the following table indicates,  the
  increase in nonperforming loans is primarily in loans past due  ninety
  days or more.


                                  Page 6


    Nonperforming loans at March 31, 1997 and December 31, 1996,
  include the following:

                                           March 31,        December 31,
                                             1997              1996
        Commercial, financial and
          agricultural                     $ 7,493           $ 4,274
        Real estate - construction           1,658               320
        Real estate - mortgage               3,463             5,534
        Installment                            861               676
            Total                          $13,475           $10,804
        
        Nonaccrual loans (1)               $ 9,464           $ 8,920
        Loans past due 90 days or more (2)   3,884             1,731
        Restructured loans (3)(4)              127               153
            Total nonperforming loans      $13,475           $10,804
        
        Nonperforming loans to
          total loans                         1.05%              .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 Company's 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  March 31, 1997, eleven loan relationships with  a  total
  principal  balance of approximately $860 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  March
  31,   1997,  individually  and  cumulatively,  through  various   time
  horizons.

        At December 31, 1996 and March 31, 1997, 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.

                                  Page 7


  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
  are  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
  March  31,  1997 simulation analysis, using the assumptions  described
  above,  projected net interest income to decrease by 2.8% and the  net
  interest  margin  to contract by 12 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 5.4% and the
  net interest margin projected to expand 36 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 approximately 94% of its investment  portfolio
  designated  as  available-for-sale.  At  March  31,  1997,  unrealized
  losses, net of tax, on that portfolio was $711 and is reflected  as  a
  reduction  in  the  equity section of the balance  sheet.   Unrealized
  gains,  net of tax, of $527 was reflected as an increase in the equity
  section  of  the balance sheet as of December 31, 1996.   The  current
  unrealized  loss  as a percent of the total available-for-sale  market
  value represents .21%, an indication that the aggregate yield is  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 March 31, 1997 equity-to-asset and tangible equity-
  to-asset  ratios remained stable at 10.25% and 9.41%  as  compared  to
  10.35%  and  9.73%, respectively, at the end of 1996.  The  March  31,
  1997  equity-to-asset ratio excluding investment  security  unrealized
  holding losses is 10.28%.

        At  March 31, 1997, the Company and its banking subsidiaries all
  exceeded  their  minimum capital requirements for  "well  capitalized"
  institutions.  Tier 1, Total Capital and Tier 1 Leverage  ratios  were
  15.74%, 16.99% and 9.65%, respectively at March 31, 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 $20.40 and $18.55, respectively,  at  March
  31,  1997, as compared to $20.17 and $18.83, respectively, at December
  31, 1996.

  Consolidated Income Statement Analysis

        Net  income for the three months ended March 31, 1997 was $7,185
  as  compared  to net income for the corresponding period  of  1996  of
  $6,809.  The improvement in earnings is attributable to increased  net
  interest  income  as average earning assets for the first  quarter  of
  1997  increased 6.5% over the comparable 1996 quarter.   Earnings  per
  share  for  
  
                                  Page 8
  
  the three month period was $.69 as compared  to  the  1996
  amount of $.65, an increase of 6.2%.
  
       Net Interest Income

        Net  interest  income for the first three  months  of  1997  was
  $20,294,  or $931 above the first three months of 1996 as a result  of
  increased  loan and investment volumes.  However, interest rates  have
  risen  slightly  on the Company's funding, most notably  in  the  time
  deposit  categories, adding pressure to the Company's interest margin.
  Net  interest  income (on a tax-equivalent basis) as a  percentage  of
  average  earning assets for the first quarter was 4.48%  versus  4.54%
  for the same period a year ago as the average yield on loans decreased
  from 9.02% to 8.92% for the same periods.  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 recorded in both the first
  three months of 1997 and the first quarter a year earlier was $717.


       Noninterest Income

       Noninterest income for the first three months of 1997 was up 6.2%
  as  compared  to  the  corresponding period in  1996.   Revenues  from
  agricultural  services  and  services  charges  on  deposit   accounts
  increased $113 and $78, respectively, in comparison to the same period
  a  year  ago.  Continued efforts to expand corporate business services
  were  largely  responsible for the 9.5% increase  in  deposit  service
  charge revenues in the current quarter.  Other noninterest income  was
  highlighted by an increase in revenues from agricultural services  and
  the   successful  introduction  of  the  Company's  unique  investment
  advisory  service made possible through the acquisition of Zemenick  &
  Walker, Inc. on January 2, 1997.

  
       Noninterest Expense

        Noninterest expense increased 5.7% for the first three months of
  1997  compared  to  the  same period of 1996.  Salaries  and  benefits
  expense  increased  $461  or 6.1% for the first  quarter  of  1997  as
  compared to the same quarter of 1996.

      In  1997,  the  Company  launched strategic initiatives  designed  to
provide  comprehensive investment advisory services and discount  brokerage
services to clients.  Costs associated with this initiative recorded during
the  first quarter of 1997 amounted to $465 of which $416 were in  salaries
and related costs.

       Income Taxes

        Income  taxes  of  $3,941 for the first  three  months  of  1997
  exceeded  the corresponding 1996 period amount by 3.3%.   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 first quarter of 1997 was  35.4%
  as compared to 35.9% 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 Company does not believe the adoption
  of  SFAS 128 will have a material effect on its financial condition or
  results of operations.
  
                                  Page 9


  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.
  
        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 10


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 CONDENSED AVERAGE BALANCE SHEETS (Unaudited)
(in thousands of dollars)

<CAPTION>
                                    Three Months Ended       Three Months Ended
                                      March 31, 1997           March 31, 1996
                                         Interest Average          Interest   Average                          
                                  Average Income/  Yield/    Average  Income/  Yield/
                                  Balance Expense   Rate     Balance  Expense   Rate
<S>                            <S>        <C>       <C>    <C>        <C>       <C>
ASSETS
Earning assets:
  Loans                        $1,281,372 $28,173   8.92%  $1,222,463 $27,418   9.02%
  Investment securities:
    Taxable                       495,543   7,443   6.09      411,943   6,029   5.49
    Nontaxable                     26,531     554   8.47       35,577     745   8.42
  Short-term investments           50,175     644   5.21       40,933     536   5.27
      Total earning assets      1,853,621  36,814   8.05    1,740,916  34,728   8.02

Nonearning assets:
  Cash and due from banks          72,200                      74,262
  Premises and equipment           43,847                      41,627
  Reserve for possible loan 
    losses                        (19,118)                    (18,300)
  Other assets                     53,993                      47,165
      Total nonearning assets     150,922                     144,754

      Total assets             $2,004,543                  $1,885,670

LIABILITIES
Interest-bearing liabilities:
Interest-bearing deposits:
  Savings, NOW and money market 
    accounts                   $  657,049 $ 4,544   2.80%  $  615,630 $ 4,018   2.63%
  Time deposits                   807,086  11,031   5.54      772,677  10,622   5.53
Federal funds purchased and 
  securities sold under 
  repurchase agreements            59,658     737   5.01       38,029     450   4.76
Other short-term and long-term 
  borrowings                          472       5   4.30          824       7   3.42
     Total interest-bearing 
       liabilities              1,524,265  16,317   4.34    1,427,160  15,097   4.25

Noninterest-bearing deposits      251,573                     244,912
Other liabilities                  20,063                      20,195

Total liabilities               1,795,901                   1,692,267

SHAREHOLDERS' EQUITY              208,642                     193,403

Total liabilities and
  shareholders' equity         $2,004,543                  $1,885,670

Net interest income/net yield
   on earning assets                      $20,497   4.48%             $19,631   4.54%


</TABLE>

                                       Page 11


Part I.  Financial Information

Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations...continued
(in thousands of dollars)

<TABLE>
<CAPTION>
                                  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                          $ 400,498  $ 269,699  $  577,371 $  34,481  $1,282,049
Investment securities             17,093     80,842     446,331    12,201     556,467
Other interest-earning assets     59,467       -           -         -         59,467
Total interest-earning assets  $ 477,058  $ 350,541  $1,023,702 $  46,682  $1,897,983

INTEREST-BEARING LIABILITIES

Savings, NOW, Money Markets    $ 676,278  $    -     $     -    $     -    $  676,278
C.D.'s over $100,000              73,531     81,268      46,597      1,387    202,783
All other time deposits          159,859    285,897     174,225        128    620,109
Nondeposit interest-bearing
   liabilities                    46,544      6,201       1,169       -        53,914
Total interest-bearing 
   liabilities                 $ 956,212  $ 373,366  $  221,991 $    1,515 $1,553,084


GAP by Period                  $(479,154) $ (22,825) $  801,711 $   45,167 $  344,899
Cumulative GAP                 $(479,154) $(501,979) $  299,732 $  344,899 $  344,899


</TABLE>

                                  Page 12

                                     
                        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:

          None

          A.   Exhibit 11


                                  Page 13

                                     
                                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 Zettek
     Executive Vice President and
     Chief Financial Officer

     Date:     May 13, 1997


                                  Page 14


Exhibit 11

FIRSTBANK OF ILLINOIS CO.

Computation of Net Earnings per Common Share
                                            Three Months Ended
                                                March 31,
                                            1997           1996


Net Income                             $ 7,185,000    $ 6,809,000


Weighted average common
  shares outstanding                    10,295,944     10,336,875

Plus weighted average
  common share equivalents:
   Assuming exercise of
     employee stock options                176,197        174,313

Weighted average common shares
  and common share equivalents
  outstanding                           10,472,141     10,511,188


Net earnings per common share           $     0.69     $     0.65


                                  Page 15