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, 1996          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 of                           (I.R.S. Employer
 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 -- 10,289,717 shares outstanding on
September 30, 1996.
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,
                                                         1996         1995

ASSETS
Cash and due from banks                               $   88,470    $  83,738
Short-term investments                                    25,991       13,886
Investment securities:
  Available-for-sale, at market value                    421,738      412,299
  Held-to-maturity, at amortized cost (market values
      of $38,949 for 1996 and $46,156 for 1995)           37,939       44,620
       Total investment securities                       459,677      456,919

Loans                                                  1,280,033    1,242,377
Unearned discount                                         (3,686)      (5,579)
    Loans, net of unearned discount                    1,276,347    1,236,798
Reserve for possible loan losses                         (18,924)     (18,047)
    Loans, net                                         1,257,423    1,218,751

Premises and equipment, net                               42,209       41,457
Accrued income receivable                                 18,731       19,119
Other assets                                              30,795       29,424
       Total assets                                   $1,923,296   $1,863,294

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES
Deposits:
  Noninterest-bearing                                 $  272,522   $  260,910
  Interest-bearing                                     1,389,960    1,357,359
       Total deposits                                  1,662,482    1,618,269

Short-term borrowings                                     41,109       35,388
Other liabilities                                         18,199       18,548
Long-term borrowings                                           8          108
       Total liabilities                               1,721,798    1,672,313

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 1996 and 10,348,026 shares in 1995                 10,352       10,348
Capital surplus                                           42,306       42,826
Retained earnings                                        151,860      138,541
Unrealized losses on investment
   securities, net                                        (1,090)        (343)
Less treasury stock at cost:
   62,686 shares in 1996 and 12,551 shares in 1995        (1,930)        (391)
       Total shareholders' equity                        201,498      190,981
       Total liabilities and shareholders' equity     $1,923,296   $1,863,294

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)

                                         Nine Months Ended  Three Months Ended
                                           September 30,       September 30,
                                           1996      1995      1996     1995

INTEREST INCOME
Loans                                    $82,522   $79,414   $27,993  $27,186
Investment securities:
  Taxable                                 18,412    16,347     6,111    5,371
  Exempt from Federal income tax           1,514     1,937       477      629
Short-term investments                     1,900     1,806       913      828
     Total interest income               104,348    99,504    35,494   34,014

INTEREST EXPENSE
Deposits                                  43,684    40,302    14,737   14,523
Short-term borrowings                      1,582     1,832       598      467
Long-term borrowings                           6       413         3        5
     Total interest expense               45,272    42,547    15,338   14,995

     Net interest income                  59,076    56,957    20,156   19,019
Provision for possible loan losses         2,151     1,740       717      587

     Net interest income after
     provision for possible loan losses   56,925    55,217    19,439   18,432

NONINTEREST INCOME
Securities gains, net                        168        17       159       (3)
Service charges on deposit accounts        4,557     4,365     1,593    1,463
Trust services                             3,214     3,346     1,017    1,150
Agricultural services                      1,170     1,301       350      429
Investment services                        1,732     1,188       463      364
Mortgage lending activities                2,098     1,525       684      448
Other                                      3,498     3,411     1,088    1,111
     Total noninterest income             16,437    15,153     5,354    4,962

NONINTEREST EXPENSE
Salaries and employee benefits            23,572    22,718     8,154    7,665
Net occupancy                              3,536     3,390     1,216    1,144
Equipment                                  3,461     3,571     1,166    1,199
FDIC and other insurance                     419     2,033       126       48
Postage, printing and supplies             1,977     1,876       623      648
Professional                               1,597     1,453       517      479
Other                                      6,393     5,779     2,076    2,095
     Total noninterest expense            40,955    40,820    13,878   13,278

Net income before income taxes            32,407    29,550    10,915   10,116

Income tax expense                        11,654    10,518     3,887    3,623

Net income                               $20,753   $19,032   $ 7,028  $ 6,493

Earnings per common share                $  1.98   $  1.82   $  0.67  $  0.62

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)

                                                             Nine Months Ended
                                                               September 30,
                                                               1996      1995


OPERATING ACTIVITIES
 Net income                                                 $ 20,753   $ 19,032
 Adjustments to reconcile net income to net cash provided
  by operating activities:
   Depreciation and amortization                               6,583      8,455
   Provision for possible loan losses                          2,151      1,740
   Writedowns in value and net losses (gains)
    incurred on other real estate owned                          (66)         2
   Decrease (increase) in accrued income receivable              388     (3,215)
   Gain on sale of loans                                        (980)      (356)
   Other, net                                                 (2,893)     1,324
   Originations of loans for sale                           (106,933)   (69,099)
   Proceeds from sale of loans                               105,742     66,146
      Net cash provided by operating activities               24,745     24,029

INVESTING ACTIVITIES
 Purchases of investment securities:
   Available-for-sale                                       (542,124)   (82,901)
   Held-to-maturity                                           (3,343)    (1,442)
 Proceeds from sales of investment securities
   Available-for-sale                                        125,374     52,962
 Proceeds from maturities of and principal payments on
   investment securities:
   Available-for-sale                                        404,214     58,840
   Held-to-maturity                                            9,962      6,717
 Purchases of premises and equipment                          (4,362)    (2,124)
 Proceeds from sales of premises and equipment                    11         52
 Proceeds from sales of other real estate owned                  951      1,427
 Net loans originated                                        (39,136)   (32,076)
   Net cash provided by (used in) investing activities       (48,453)     1,455

FINANCING ACTIVITIES
 Net increase (decrease) in noninterest-bearing               11,612    (13,967)
   deposit accounts
 Net increase (decrease) in savings, NOW and                   4,813    (30,113)
   money market deposits
 Net increase in certificates of deposit                      27,788     96,745
 Net increase (decrease) in short-term borrowings              5,721    (45,080)
 Principal payments under capital lease obligations             (100)      (133)
 Payments to retire long-term debt                                 -    (10,350)
 Cash dividends paid                                          (7,234)    (6,307)
 Proceeds from exercise of common stock options                  802        266
 Proceeds from dividend reinvestment plan                        462        377
 Purchase of shares for treasury                              (3,319)      (692)
      Net cash provided by (used in) financing activities     40,545     (9,254)

Increase in cash and cash equivalents                         16,837     16,230
Cash and cash equivalents at beginning of year                97,624     93,120
Cash and cash equivalents at end of period                  $114,461   $109,350

Supplemental information:
  Income taxes paid                                         $ 10,839   $  9,344
  Interest paid                                               45,324     41,110
  Noncash transfers of loans to other real estate                484      1,303

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)
  
  September 30, 1996

  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, 1995.
  
  2.   On  November 30, 1995, the Company acquired Confluence Bancshares
       Corporation   (Confluence)  and  its  wholly  owned   subsidiary,
       Duchesne Bank (Duchesne).  Duchesne, headquartered in St. Peters,
       Missouri,  operates  two banking offices in St.  Charles  County.
       Duchesne  had  total assets of approximately $82 million  on  the
       date  of  acquisition.  The transaction, an exchange  of  500,000
       shares  of Firstbank common stock for all the outstanding  common
       stock  of Confluence, was recorded under the pooling-of-interests
       method   of   accounting  on  the  date  of   acquisition.    The
       consolidated condensed financial statements included herein  have
       been restated to include Confluence's operating results.

  3.   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 $105,742,000 and $66,146,000  sold
       during the first nine months of 1996 and 1995, respectively.   At
       September  30,  1996 and December 31, 1995, the Company  serviced
       loans  aggregating  $345,132,000 and $299,041,000,  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
  
         The  acquisition  of  Confluence  Bancshares  Corporation   was
  consummated  during November of 1995.  The transaction  was  accounted
  for   as  a  pooling-of-interests  and,  accordingly,  all  previously
  reported  financial information included herein has been  restated  to
  reflect its addition.
  
  Consolidated Balance Sheet Analysis

        Total  assets at September 30, 1996 were $1,923,296, up  $60,002
  from $1,863,294 at December 31, 1995.  During the first nine months of
  1996,  the Company increased loans, net of unearned discount,  $39,549
  with funding from a $44,213 increase in deposits.
  
        Average earning assets, as a percentage of average total assets,
  decreased slightly in the third quarter of 1996 to 92.17% from  92.22%
  at  December  31, 1995.  The current loan-to-deposit ratio  of  76.77%
  increased  from  the  year-end level of 76.43% as the  loan  portfolio
  increased  at a faster rate than deposits in the first nine months  of
  1996.
  
       Loan Portfolio

       The Company's banking group operates within 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, 1996 and December 31, 1995:
  
                              September 30,   % of     December 31,   % of
                                   1996       total        1995       total
  
  
  Commercial, financial
    and agricultural            $286,316      22.37%   $  280,347     22.57%
  
  Real estate - construction      56,075       4.38        56,961      4.58
  Real estate - mortgage         687,586      53.72       663,508     53.41
  
  Installment                    250,056      19.53       241,561     19.44
          Total loans         $1,280,033     100.00%   $1,242,377    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,  1996,  includes
  $100,925,  or  7.9% 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.
  
        The  Company is not aware of any loans classified for regulatory
  purposes  at September 30, 1996, 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, 1996.

       Reserve For Possible Loan Losses

        The  reserve for possible loan losses at September 30, 1996  was
  1.48%  of outstanding loans as compared to 1.46% at December 31, 1995.
  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 172% of the Company's nonperforming loans at September 30, 1996.

                                Page 5
  
       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:


                                       Nine Months Ended   Twelve Months Ended
                                         September 30,         December 31,
                                             1996                 1995
        
        Average loans outstanding           $1,252,875           $1,197,959
        
        Reserve at beginning of year        $   18,047           $   18,360
        Provision for possible loan losses       2,151                2,313
        
        Charge-offs:
        Commercial, financial and
          agricultural loans                       831                1,352
        Real estate - mortgage loans               316                  924
        Real estate - construction loans            59                    -
        Installment loans                        1,147                1,831
                                                 2,353                4,107
        Recoveries:
        Commercial, financial and
          agricultural loans                       410                  439
        Real estate - mortgage loans               165                  507
        Real estate - construction loans            15                    -
        Installment loans                          489                  535
                                                 1,079                1,481
        Net charge-offs                          1,274                2,626
                                           
        Reserve at end of period            $   18,924           $   18,047
        
        Net charge-offs to average loans          0.14%                0.22%
        
        
        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 and Past Due Loans

        Nonperforming loans as a percentage of total loans was 0.88%  at
  September 30, 1996, down slightly from 0.92% at June  30, 1996 and  up
  from 0.89% at December  31, 1995 .
  
    Nonperforming loans at September 30, 1996 and December 31, 1995
  include the following:

                                              September 30,      December 31,
                                                   1996              1995
        Commercial, financial and
          agricultural                           $3,437           $ 3,273
        Real estate - construction                  420               327
        Real estate - mortgage                    6,408             6,431
        Installment                                 960               968
            Total                               $11,225           $10,999
        
        Nonaccrual loans (1)                    $ 8,993           $ 8,261
        Loans past due 90 days or more (2)        2,009             2,392
        Restructured loans (3) (4)                  223               346
        Total nonperforming loans               $11,225           $10,999
        
        Nonperforming loans to
          total loans                               .88%              .89%

                                Page 6

     (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, 1996, thirteen loan relationships  with  a
  total  principal  balance of approximately $1,233 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,  1996, individually and cumulatively,  through  various
  time horizons.

        At  September  30, 1996 and December 31, 1995,  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, 1995, the analysis 
  projected net interest income to decrease 2.5% and the net interest margin 
  to contract 11 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 2.0% 
  and the net interest margin to expand by 9 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, 1996 simulation analysis,  
        
                                Page 7  

  using the assumptions described  above, projected net interest income to 
  decrease 3.7% and the net interest  margin to contract by 17 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 
  3.7% and the net interest margin projected to expand 17 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 92% of its investment portfolio designated
  as  available-for-sale.  The unrealized losses, net of  tax,  on  that
  portfolio were $1,090 and $343 at September 30, 1996 and December  31,
  1995,  respectively, and are reflected as a reduction  in  the  equity
  section of the balance sheet.  The current unrealized loss, which  has
  increased to approximately .3% 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, 1996 equity-to-asset  and  tangible
  equity-to-asset  ratios  were 10.48% and  9.82%  and  consistent  with
  10.25%  and  9.52%  ratios, respectively, at the  end  of  1995.   The
  stability  in  the  equity ratios is attributable  to  the  consistent
  growth in retained earnings and the overall balance sheet in the first
  half  of 1996.  The September 30, 1996 equity-to-asset ratio excluding
  investment security unrealized holding losses is 10.52%.

        At  September 30, 1996, 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
  15.68%,  16.94% and 9.87%, respectively at September  30,  1996.   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  $19.58  and  $18.21,  respectively,  at
  September 30, 1996, as compared to $18.47 and $17.02, respectively, at
  December 31, 1995.

  Consolidated Income Statement Analysis

        Net  income  for the three months ended September 30,  1996  was
  $7,028 as compared to net income for the corresponding period of  1995
  of  $6,493.  The improvement in earnings is attributable to  increased
  net interest income from earning asset growth.  Earnings per share for
  the  three  month period was $.67 as compared to the  1995  amount  of
  $.62, an increase of 8.1%.
  
        Net  income  for the nine months ended September  30,  1996  was
  $20,753 as compared to net income for the corresponding period of 1995
  of  $19,032.  The improvement in the Company's nine month earnings can
  also  be  attributable  to the same interest and noninterest  factors.
  Earnings per share for the nine month period was $1.98 as compared  to
  the 1995 amount of $1.82, an increase of 8.8%.
  

       Net Interest Income

        Net  interest  income  for the first nine  months  of  1996  was
  $59,076,  or $2,119 above the first nine months of 1995.  Net interest
  income for the third quarter of 1996 was $20,156, or $1,137 above  the
  1995  quarter.  The increase in interest income was due  primarily  to
  earning asset growth.  Average loans grew $49,018 for the three months
  ended  September  30,  1996, compared to  the  same  period  in  1995.
  Average  investment securities increased $18,717 for the three  months
  ended September 30, 1996, compared to the same period in 1995.
  
        Interest rates have remained relatively stable on the Company's
  funding costs and its earning asset base.  Net interest income (on a tax-
  equivalent basis) as a percentage of average earning assets for the third 
  quarter was 4.58% as compared to 4.52% for the same period a year ago as 
  the average interest paid on time deposits declined from 5.61% to 5.43% 
  for the same periods and yields earned in the investment portfolio have 
  
                                Page 8
  
  steadily increased.  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 $2,151 and $717 for the
  first  nine months and third quarter of 1996, respectively, represents
  an  increase  from  $1,740 and $587 reported in  the  comparable  1995
  periods.   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 1996.

       Noninterest Income

        Noninterest income for the first nine months of 1996 was up 8.5%
  as  compared to the corresponding period in 1995.  Noninterest  income
  in the third quarter of 1996 increased 7.9% from last year largely due
  to  growth  in  mortgage  lending activities  revenue  and  investment
  securities  gains.  Income from mortgage lending activities  increased
  38%  in  the  first  nine months of 1996 compared to  the  prior  year
  period.   Mortgage  lending activities revenue is  comprised  of  loan
  servicing  fees  and  gains  on  long-term  variable  and  fixed  rate
  financing  on  residential real estate loans  sold  in  the  secondary
  market  without recourse.  Net security gains resulted from  the  sale
  and subsequent reinvestment of selected available-for-sale investments
  to enhance the overall portfolio yield.
  
       Noninterest Expense

        Noninterest expense remained stable for the first nine months of
  1996  compared  to  the  same  period of  1995.   Noninterest  expense
  increased  4.5% for the current quarter of 1996 as compared  with  the
  third  quarter  of  1995.  The current quarter  expense  increase  has
  largely  resulted  from mortgage servicing asset  amortization  during
  1996  as compared to the same period a year ago when accounting  rules
  did  not  yet require such an expense to be recorded.  Continued  cost
  containment efforts have resulted in other expense accounts  remaining
  relatively flat.

       Income Taxes

        Income taxes of $11,654 and $3,887 for the first nine months and
  current quarter of 1996 exceeded the corresponding 1995 period amounts
  by  10.8% and 7.3%, 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 1996 was 35.6% as compared to 35.8%  in  the
  same period of 1995.
  
  EFFECT OF NEW ACCOUNTING STANDARDS
  
        Effective  January  1, 1996, the Company  adopted  Statement  of
  Financial Accounting Standards No. 121, "Accounting for the Impairment
  of  Long-Lived  Assets and for Long-Lived Assets to  be  Disposed  of"
  ("SFAS 121").

        SFAS  121  provides guidance for recognition and measurement  of
  impairment of long-lived assets, certain identifiable intangibles, and
  goodwill related both to assets to be held and used and assets  to  be
  disposed  of.   The  statement requires entities to  perform  separate
  calculations  for  assets  to be held and used  to  determine  whether
  recognition of an impairment loss is required and, if so,  to  measure
  impairment.    If  the  sum  of  the  expected  future   cash   flows,
  undiscounted  and without interest charges, is less than  the  asset's
  carrying amount, an impairment loss can be recognized.  If the sum  of
  the  expected  future  cash flows is more than  the  asset's  carrying
  amount,  an impairment loss cannot be recognized.  Measurement  of  an
  impairment  loss  is based on the fair value of the asset.   SFAS  121
  also  requires long-lived assets and certain identifiable  intangibles
  to  be  disposed of to be reported at the lower of carrying amount  or
  fair value less cost to sell.

        As  of the adoption date of January 1, 1996, the Company had  no
  long-lived    assets   considered   impaired,   certain   identifiable
  intangibles,  and goodwill related to assets to be held and  used  and
  for  long-lived  assets  and certain identifiable  intangibles  to  be
  disposed of.
  
        Effective  January  1, 1996, the Company  adopted  Statement  of
  Financial  Accounting Standards No. 123, "Accounting  for  Stock-Based
  Compensation" ("SFAS 123").

       SFAS 123 provides guidance for accounting and reporting standards for 
  stock-based employee compensation plans.  SFAS 123 defines a fair value 
  based method of accounting for an employee stock option or similar equity 
  instrument and encourages all entities to adopt that method of accounting 
  for all of their employee stock compensation plans.  However, it also allows 
  an entity to continue to measure compensation cost for those plans using the 
  
                                Page 9
  
  intrinsic value based method of accounting prescribed by APB Opinion No. 25, 
  Accounting for Stock Issued to Employees.  Entities electing to remain with  
  the accounting in Opinion 25 must make pro forma disclosures of net income
  and,  if  presented, earnings per share, as if the  fair  value  based
  method of accounting defined in SFAS 123 and been applied.  Under  the
  fair  value based method, compensation cost is measured at  the  grant
  date  on  the  value of the award and is recognized over  the  service
  period,  which  is  usually the vesting period.  Under  the  intrinsic
  value  based method, compensation cost is the excess, if any,  of  the
  quoted  market  price of the stock at grant date or other  measurement
  date  over the amount an employee must pay to acquire the stock.  Most
  fixed  stock option plans, including the Company's stock option  plan,
  have  no  intrinsic  value  at grant date, and  under  Opinion  25  no
  compensation cost is recognized.

        The  Company has elected to continue to use the intrinsic  value
  based method of accounting.

       In June 1995, the FASB issued SFAS 125, "Accounting for Transfers
  and  Servicing of Financial Assets and Extinguishment of  Liabilities"
  ("SFAS 125").  SFAS 125 established accounting and reporting standards
  for transfers and servicing of financial assets and extinguishment  of
  liabilities.
  
        The  standards established by SFAS 125 are based  on  consistent
  applications  of  a  financial-components  approach  that  focuses  on
  control.   Under that approach, after a transfer of financial  assets,
  an  entity  recognizes the financial and servicing assets it  controls
  and  the  liabilities  that  it has incurred,  derecognizes  financial
  assets when control has been surrendered, and derecognizes liabilities
  when  extinguished.  This statement provides consistent standards  for
  distinguishing  transfers  of financial assets  that  are  sales  from
  transfers that are secured borrowings.

        SFAS  125  is effective for transfers and servicing of financial
  assets and extinguishments of liabilities occurring after December 31,
  1996,  and  is  to be applied prospectively.  Earlier  or  retroactive
  application is not permitted.

        Management does not believe the implementation of SFAS 125  will
  have  a  material  effect on its consolidated  financial  position  or
  results of operation.

  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
                                               September 30, 1996          September 30, 1995
                                                     Interest  Average             Interest  Average
                                            Average  Income/   Yield/     Average  Income/   Yield/
                                            Balance  Expense    Rate      Balance  Expense    Rate
<S>                                      <C>         <C>        <C>    <C>         <C>        <C>
ASSETS
Earning assets:
  Loans                                  $1,252,875  $28,048    8.91%  $1,203,857  $27,242    8.98%
  Investment securities:
    Taxable                                 420,319    6,111    5.78      390,582    5,371    5.46
    Nontaxable                               31,137      653    8.35       42,157      852    8.02
  Short-term investments                     67,883      913    5.35       56,307      829    5.84
      Total earning assets                1,772,214   35,726    8.02    1,692,903   34,294    8.04

Nonearning assets:
  Cash and due from banks                    78,655                        72,862
  Premises and equipment                     41,743                        42,432
  Reserve for possible loan losses          (18,684)                      (18,476)
  Other assets                               48,839                        47,590
      Total nonearning assets               150,553                       144,408

      Total assets                       $1,922,767                    $1,837,311

LIABILITIES
Interest-bearing liabilities:
Interest-bearing deposits:
  Savings, NOW and money market
    accounts                             $  629,677  $ 4,253    2.69%  $  606,480  $ 3,939    2.58%
  Time deposits                             767,904   10,484    5.43      747,925   10,584    5.61
Federal funds purchased and
   securities sold under repurchase
   agreements                                47,366      593    4.98       34,568      453    5.20
Other short-term and long-term               
   borrowings                                   564        8    5.64        1,520       19    4.96
     Total interest-bearing liabilities   1,445,511   15,338    4.22    1,390,493   14,995    4.28

Noninterest-bearing deposits                259,698                       246,735    
Other liabilities                            18,165                        18,261

Total liabilities                         1,723,374                     1,655,489

SHAREHOLDERS' EQUITY                        199,393                       181,822

Total liabilities and
  shareholders' equity                   $1,922,767                    $1,837,311

Net interest income/net yield
   on earning assets                                 $20,388    4.58%              $19,299    4.52%
</TABLE>
                                Page 11

Part I.  Financial Information
<TABLE>
Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations...continued

FIRSTBANK OF ILLINOIS CO. AND SUBSIDIARIES
INTERIM CONSOLIDATED INTEREST RATE GAP ANALYSIS (Unaudited)
(in thousands of dollars)
<CAPTION>
                                                      September 30, 1996
                                                  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                                 $ 409,929   $ 294,833    $ 536,125   $  35,460   $1,276,347
Investment securities                    11,178      82,738      351,236      14,525      459,677
Other interest-earning assets            25,991        -            -           -          25,991
Total interest-earning assets         $ 447,098   $ 377,571    $ 887,361   $  49,985   $1,762,015

INTEREST-BEARING LIABILITIES

Savings, NOW, Money Markets           $ 612,080   $    -       $    -      $    -      $  612,080
Time deposits over $ 100,000             76,550      64,871       56,190       1,497      199,108
All other time deposits                 145,444     296,595      136,722          11      578,772
Nondeposit interest-bearing                                                               
   liabilities                           35,028       6,089         -           -          41,117
Total interest-bearing liabilities    $ 869,102   $ 367,555    $ 192,912   $   1,508   $1,431,077


GAP by Period                         $(422,004)   $  10,016   $ 694,449   $  48,477   $  330,938

Cumulative GAP                        $(422,004)   $(411,988)  $ 282,461   $ 330,938   $  330,938
</TABLE>
NOTE: Loans scheduled to reprice are reported in the earliest possible 
      repriceing interval for this analysis.

                                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 R. Zettek
     Executive Vice President and
     Chief Financial Officer

     Date: November 13, 1996

                                Page 14

Exhibit 11

FIRSTBANK OF ILLINOIS CO.
<TABLE>
Computation of Net Earnings per Common Share
<CAPTION>
                                       Nine Months Ended          Three Months Ended
                                         September 30,               September 30,
                                       1996          1995          1996          1995
<S>                               <C>           <C>           <C>           <C>
Net Income                        $20,753,000   $19,032,000   $ 7,028,000   $ 6,493,000


Weighted average common
  shares outstanding               10,329,849    10,333,103    10,315,469    10,333,548

Plus weighted average
  common share equivalents:
   Assuming exercise of
     employee stock options           153,004       143,420       147,391       152,409

Weighted average common shares
  and common share equivalents
  outstanding                      10,482,853    10,476,523    10,462,860    10,485,957


Net earnings per common share     $      1.98   $      1.82   $      0.67   $      0.62
</TABLE>

                                Page 15