<PAGE> 1
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 FORM 10-KSB

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

For the fiscal year ended December 31, 1996     Commission file number 0-26350

                              ALLEGIANT BANCORP, INC.
------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Missouri                                         43-1519382
----------------------------------             -------------------------------
 (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                       Identification No.)

     7801 Forsyth Boulevard, St. Louis, Missouri              63105
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      (Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code: (314) 726-5000
                                                    --------------

Securities registered pursuant to Section 12(b) of the Act: None
                                                            ----

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
----------------------------
     (Title of Class)

      Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes   X  .   No      .
                                                    -----       -----

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

      For the fiscal year ended December 31, 1996, revenues totaled:
$26,449,000

      As of February 28, 1997, the aggregate market value of the voting stock
held by non-affiliates of the Registrant was approximately $23,596,000.

      As of February 28, 1997, there were 2,838,685 shares of the
Registrant's Common Stock, $.01 par value, outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

      The following document is incorporated by reference into the indicated
Part of this Report:

      Document                                  Part of Form 10-KSB
      --------                                  -------------------

Proxy Statement for the 1997
      Annual Meeting of Shareholders                    III


<PAGE> 2

                                    PART I

ITEM 1.  DESCRIPTION OF BUSINESS
         -----------------------

GENERAL

            The Company is a bank holding company which owns all of the
capital stock of Allegiant Bank, a Missouri state-chartered bank (the
"Bank").  The Bank provides personal and commercial banking and related
financial services from six locations in the St. Louis Standard Metropolitan
Statistical Area ("St. Louis SMSA"), the 16th largest metropolitan area in
the United States, and two locations in Northeast Missouri.  Allegiant
Mortgage Company (the "Mortgage Company"), a wholly-owned subsidiary of the
Bank, offers residential loans primarily to customers in the St. Louis SMSA.
Edge Mortgage Services, Inc. ("Edge"), a recently organized subsidiary of the
Company, offers residential loans to customers in the St. Louis SMSA who do
not qualify under standard mortgage loan criteria.

            The Company was organized in May 1989 and acquired Allegiant
State Bank at that time.  The Company acquired Allegiant Bank in 1990.
Effective January 1995, Allegiant State Bank merged into Allegiant Bank.
Unless the context indicates otherwise, references herein to the "Company" or
"Allegiant" refer to Allegiant Bancorp, Inc. and its subsidiaries.  The
address of the Company's principal executive office is 7801 Forsyth
Boulevard, St. Louis, Missouri 63105; telephone: (314) 726-5000.

THE BANK

            The Bank's main office is located in the City of St. Louis,
Missouri at 4323 North Grand Boulevard.  The Bank's other five locations in
the St. Louis SMSA are in Hazelwood, Maryland Heights, Clayton, Des Peres and
Mehlville.  In addition, the Bank's Operations Center is located in Maryland
Heights.  The Northeast Missouri locations consist of a full-service facility
located in Kahoka, Missouri and a predominantly retail-oriented facility
located in a supermarket in Palmyra, Missouri.  The Bank presently plans to
open a facility in St. Charles County in April 1997.

            Since acquiring Allegiant State Bank in 1989, the Company has
focused on controlled growth by meeting customers' needs for responsive
service.  The Company has sought to operate a limited number of offices with
relatively large deposit bases, make commercial loans (which tend to be
larger in size than retail loans), employ a capable staff and implement
modern data processing and operational systems to increase productivity.

            The Bank's core deposit base generally has been enhanced through
advertising and deposit promotions.  The Bank has not used brokered deposits
as a source of funds.  The Company has sought to increase its earning assets
by expanding its mortgage lending activities.  The Company anticipates that
its mortgage lending activities will be a key element in its strategy for
increasing the level of its earning assets.


MARKETING

            The Company's marketing approach entails a word-of-mouth,
referral-based strategy utilizing Company, Bank and Banking Center Directors'
personal contacts and networks.  Most of the Bank's new commercial banking
business consists of referrals generated from existing customers and this
"Allegiant" network.  The Bank's and Company's Board of Directors and Banking
Center Directors

                                    - 1 -
<PAGE> 3

primarily include local business people from the Bank's market area.  The
Company currently has nine Directors and the Bank currently has 16 Directors
and 57 Banking Center Directors.  This group of individuals, along with the
senior management of the Bank, seeks to maintain close personal contact with
the Bank's commercial customers and their businesses, and strives to create a
personalized banking relationship that differentiates the Bank from other
larger competitors within the market.

            The Company believes that the growth in earning assets, total
deposits and net income achieved during 1996 was attributable in large
measure to its strategy of providing quality, personalized service in a
community banking environment.  Management feels that the Company as a whole
is favorably positioned in a market preparing for a potentially turbulent
wave of consolidation resulting from the passage of the Riegle-Neal
Interstate Banking and Branching Efficiency Act of 1994.  Numerous mergers
and acquisitions of banks and thrifts recently have occurred in the St. Louis
market.  This activity has created an environment of instability among the
larger financial institutions in the market.  Management feels that by
offering a personalized, relationship oriented approach in a friendly
neighborhood atmosphere, the Bank will be able to increase its customer base
substantially, due to this market consolidation.


PRODUCTS AND SERVICES

            Through the Bank, the Company offers a complete line of banking
services to the communities which it serves.  In conjunction with the growth
of its branch facilities, the Bank has introduced new products and services
in order to attract new business and increase current customer satisfaction.
New products the Bank intends to offer in 1997 include:  PC home banking,
check imaging, an enhanced Internet "home page," an on-line teller system, a
cash management system geared toward commercial customers, an expanded line
of mortgage loan products offered through the Mortgage Company and a complete
line of investment programs offered through the Bank's brokerage
correspondent.  Products introduced in 1996 include:  home equity lines of
credit, investment annuities, debit cards, free checking and overdraft lines
of credit.  The Company believes that by offering a broad-based line of
financial products, current customer retention is achieved while new banking
relationships can be developed.

            The Bank also offers a wide range of traditional commercial and
retail banking products and services to its customers.  Deposit accounts
include certificates of deposit, individual retirement accounts and other
time deposits, checking and other demand deposit accounts, interest-bearing
checking accounts, savings accounts and money market accounts.  Loans include
residential real estate, commercial, financial, municipal and industrial
development, real estate construction and development, installment and
consumer loans.


MARKET AREA

            Metropolitan St. Louis.  The Company's primary service area is
located in St. Louis County which has a total population of approximately
1.0 million and the City of St. Louis which has a population of approximately
400,000.  A key to market coverage is accessibility.  With the addition of
the Des Peres and Mehlville retail banking offices in 1995 and 1996,
respectively, and a planned new location in St. Peters in 1997, management
believes that the Bank will have access to the entire St. Louis market.  The
Company believes that after such expansion its retail banking offices will be
strategically placed so that it will have a retail banking office within a 20
minute drive from all principal sectors of the St. Louis SMSA.

                                    - 2 -
<PAGE> 4

            Northeastern Missouri.  The market areas for the Kahoka and
Palmyra banking offices are Clark County and Marian County, respectively.
The City of Kahoka has a population of approximately 2,200 and Palmyra has a
population of approximately 3,400.  The Company intends to expand its
Northeastern operations into additional markets not currently served by its
facilities in Kahoka and Palmyra.  It is anticipated that these new locations
would be centered along U.S. Highway 61.

COMPETITION

           The Bank encounters substantial competition for deposits and
loans in its markets.  The Bank's principal competitors include other
financial institutions, such as banks, savings and loan institutions and
credit unions, and a number of other non-bank competitors, such as insurance
companies, small loan companies, finance companies and mortgage companies.
Many of the Bank's non-bank competitors are not subject to the extensive
Federal and state regulations which govern the Company and the Bank and, as a
result, have a competitive advantage over the Bank in providing certain
services.  Many of the financial institutions with which the Bank competes
are larger and have substantially greater financial resources than the Bank.

            While the Bank also encounters a great deal of competition in its
lending activities, management believes that there is less competition in the
Bank's specialty-middle market and neighborhood bank niche than there was up
to a few years ago.  The Bank believes that its competitive position has been
strengthened by the advent of branch banking in Missouri, which has resulted
in consolidations of bank subsidiaries of several large bank holding
companies.  The Bank's strategy, by contrast, is to remain a middle market
lender which maintains close, long-term contacts with its customers.

EMPLOYEES

            The Company and the Bank currently have approximately 98 full-time
equivalent employees.  None of these employees of the Company or the Bank are
subject to a collective bargaining agreement.  The Company considers its
relationships with its employees and those of the Bank to be good.

EFFECT OF GOVERNMENTAL POLICY

            One of the most significant factors affecting the Bank's earnings
is the difference between the interest rates paid by the Bank on its deposits
and its other borrowings and the interest rates earned by the Bank on loans
to its customers and securities owned by the Bank.  The yields of its assets
and the rates paid on its liabilities are sensitive to changes in prevailing
interest rates.  Thus, the earnings and growth of the Bank will be influenced
by general economic conditions, the monetary and fiscal policies of the
federal government, and the policies of regulatory agencies, particularly the
Federal Reserve Board, which implements national monetary policy.  An
important function of the Federal Reserve System is to regulate the money
supply and credit conditions in order to mitigate recessionary and
inflationary pressures.  Among the techniques used to implement these
objectives are open market operations in United States government securities
and changes in reserve requirements of banks and in the cost of short-term
bank borrowings.  These techniques influence overall growth and distribution
of credit, bank loans, investments and deposits, and may also affect interest
rates charged on loans or paid on deposits.  The nature and impact of any
future changes in monetary policies cannot be predicted.

            From time to time, legislation has been enacted which has the
effect of increasing the cost of doing business, limiting or expanding
permissible activities, or affecting the competitive balance

                                    - 3 -
<PAGE> 5

between banks and other financial institutions.  Legislative proposals which
could affect the Company and the banking business in general have been
proposed and may be introduced before the United States Congress and other
governmental bodies. These proposals may alter the Company's structure,
regulation, disclosure and reporting requirements.  In addition, various
banking regulatory agencies frequently propose rules and regulations to
implement and enforce existing legislation.  It cannot be predicted whether or
in what form any such legislation or regulations will be enacted or the extent
to which the business of the Company would be affected thereby.

SUPERVISION AND REGULATION

            General.  As a bank holding company, the Company is subject to
regulation under the Bank Holding Company Act of 1956, as amended (the
"BHCA"), and its examination and reporting requirements.  Under the BHCA, a
bank holding company may not directly or indirectly acquire the ownership or
control of more than 5% of the voting shares or substantially all of the
assets of any company, including a bank or savings and loan association,
without the prior approval of the Federal Reserve Board.  In addition, bank
holding companies are generally prohibited under the BHCA from engaging in
nonbanking activities, subject to certain exceptions.

            The Company and its subsidiaries are subject to supervision and
examination by applicable federal and state banking agencies.  The earnings
of the Company's subsidiaries, and therefore the earnings of the Company, are
affected by general economic conditions, management policies and the
legislative and governmental actions of various regulatory authorities,
including the Federal Reserve Board, the FDIC, the Division of Finance and
various other state financial institution regulatory agencies.  In addition,
there are numerous governmental requirements and regulations that affect the
activities of the Company and its subsidiaries.

            Certain Transactions with Affiliates.  There are various legal
restrictions on the extent to which a bank holding company and certain of its
nonbank subsidiaries can borrow or otherwise obtain credit from its bank
subsidiaries.  In general, these restrictions require that any such
extensions of credit must be on non-preferential terms and secured by
designated amounts of specified collateral and be limited, as to any one of
the holding company or such nonbank subsidiaries, to 10% of the lending
bank's capital stock and surplus, and as to the holding company and all such
nonbank subsidiaries in the aggregate, to 20% of such capital stock and
surplus.

            Payment of Dividends.  The Company is a legal entity separate and
distinct from the Bank, the Mortgage Company and Edge.  The principal source
of the Company's revenues is dividends from the Bank.  Various Federal and
state statutory provisions limit the amount of dividends the Bank can pay to
the Company without regulatory approval.  The approval of appropriate Federal
or state bank regulatory agencies is required for any dividend if the total
of all dividends declared by the Bank in any calendar year would exceed the
total of the institution's net profits, as defined by regulatory agencies,
for such year combined with its retained net profits for the preceding two
years.  The payment of dividends by the Bank may also be affected by other
factors, such as the maintenance of adequate capital.

            Capital Adequacy.  The Federal Reserve Board has issued standards
for measuring capital adequacy for bank holding companies.  These standards
are designed to provide risk-responsive capital guidelines and to incorporate
a consistent framework for use by financial institutions operating in major
international financial markets.  The banking regulators have issued
standards for banks that are similar to, but not identical with, the
standards for bank holding companies.

                                    - 4 -
<PAGE> 6

            In general, the risk-related standards require financial
institutions and financial institution holding companies to maintain capital
levels based on "risk adjusted" assets, so that categories of assets with
potentially higher credit risk will require more capital backing than
categories with lower credit risk.  In addition, financial institutions and
financial institution holding companies are required to maintain capital to
support off-balance sheet activities such as loan commitments.

            FDIC Insurance Assessments.  The subsidiary depository
institutions of the Company are subject to FDIC deposit insurance
assessments.  The FDIC has adopted a risk-based premium schedule.  Each
financial institution is assigned to one of three capital groups--well
capitalized, adequately capitalized or undercapitalized--and further assigned
to one of three subgroups within a capital group, on the basis of supervisory
evaluations by the institution's primary federal and, if applicable, state
supervisors, and on the basis of other information relevant to the
institution's financial condition and the risk posed to the applicable
insurance fund.  The actual assessment rate applicable to a particular
institution will, therefore, depend in part upon the risk assessment
classification so assigned to the institution by the FDIC.  See "--FIRREA and
FDICIA."

            The Financial Institutions Reform, Recovery and Enforcement Act
of 1989 ("FIRREA"), adopted in August 1989 to provide for the resolution of
insolvent savings associations, required the FDIC to establish separate
deposit insurance funds--the Bank Insurance Fund ("BIF") for banks and the
Savings Association Insurance Fund ("SAIF") for savings associations.  FIRREA
also required the FDIC to set deposit insurance assessments at such levels as
would cause BIF and SAIF to reach their "designated reserve ratios" of 1.25
percent of the deposits insured by them within a reasonable period of time.
Due to low costs of resolving bank insolvencies in the last few years, BIF
reached its designated reserve ratio in May 1995.  As a result, effective
January 1, 1996, the FDIC eliminated deposit insurance assessments (except
for the minimum $2,000 payment required by law) for banks that are well
capitalized and well managed and reduced the deposit insurance assessments
for all other banks.

            Support of Subsidiary Bank.  Under Federal Reserve Board policy,
the Company is expected to act as a source of financial strength to the Bank
and to commit resources to support the Bank in circumstances where it might
not choose to do so absent such a policy.  This support may be required at
times when the Company may not find itself able to provide it.  In addition,
any capital loans by the Company to the Bank would also be subordinate in
right of payment to deposits and certain other indebtedness of such
subsidiary.

            Consistent with this policy regarding bank holding companies
serving as a source of financial strength for their subsidiary banks, the
Federal Reserve Board has stated that, as a matter of prudent banking, a bank
holding company generally should not maintain a rate of cash dividends unless
its net income available to common shareholders has been sufficient to fully
fund the dividends and the prospective rate of earnings retention appears
consistent with the bank holding company's capital needs, asset quality and
overall financial condition.

            FIRREA and FDICIA.  FIRREA contains a cross-guarantee provision
which could result in insured depository institutions owned by the Company
being assessed for losses incurred by the FDIC in connection with assistance
provided to, or the failure of, any other insured depository institution
owned by the Company.  Under FIRREA, failure to meet the capital guidelines
could subject a banking institution to a variety of enforcement remedies
available to federal regulatory authorities, including the termination of
deposit insurance by the FDIC.

            The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") made extensive changes to the federal banking laws.  FDICIA
instituted certain changes to the supervisory

                                    - 5 -
<PAGE> 7

process, including provisions that mandate certain regulatory agency actions
against undercapitalized institutions within specified time limits.  FDICIA
contains various other provisions that may affect the operations of banks and
savings institutions.

            The prompt corrective action provision of FDICIA requires the
federal banking regulators to assign each insured institution to one of five
capital categories ("well capitalized," "adequately capitalized" or one of
three "undercapitalized" categories) and to take progressively more
restrictive actions based on the capital categorization, as specified below.
Under FDICIA, capital requirements would include a leverage limit, a
risk-based capital requirement and any other measure of capital deemed
appropriate by the federal banking regulators for measuring the capital
adequacy of an insured depository institution.  All institutions, regardless
of their capital levels, are restricted from making any capital distribution
or paying any management fees that would cause the institution to fail to
satisfy the minimum levels for any relevant capital measure.

            The FDIC and the Federal Reserve Board adopted capital-related
regulations under FDICIA. Under those regulations, a bank will be well
capitalized if it:  (i) had a risk-based capital ratio of 10% or greater;
(ii) had a ratio of Tier 1 capital to risk-adjusted assets of 6% or greater;
(iii) had a ratio of Tier 1 capital to adjusted total assets of 5% or
greater; and (iv) was not subject to an order, written agreement, capital
directive or prompt corrective action directive to meet and maintain a
specific capital level for any capital measure.  An association will be
adequately capitalized if it was not "well capitalized" and:  (i) had a
risk-based capital ratio of 8% or greater; (ii) had a ratio of Tier 1 capital
to risk-adjusted assets of 4% or greater; and (iii) had a ratio of Tier 1
capital to adjusted total assets of 4% or greater (except that certain
associations rated "Composite 1" under the federal banking agencies' CAMEL
rating system may be adequately capitalized if their ratios of core capital
to adjusted total assets were 3% or greater).

            FDICIA also makes extensive changes in existing rules regarding
audits, examinations and accounting.  It generally requires annual on-site,
full scope examinations by each bank's primary federal regulator.  It also
imposes new responsibilities on management, the independent audit committee
and outside accountants to develop or approve reports regarding the
effectiveness of internal controls, legal compliance and off-balance sheet
liabilities and assets.

            Depositor Preference Statute.  Legislation enacted in August 1993
provides a preference for deposits and certain claims for administrative
expenses and employee compensation against an insured depository institution,
in the liquidation or other resolution of such an institution by any
receiver.  Such obligations would be afforded priority over other general
unsecured claims against such an institution, including federal funds and
letters of credit, as well as any obligation to shareholders of such an
institution in their capacity as such.

            The Interstate Banking and Community Development Legislation.  In
September 1994, legislation was enacted that is expected to have a
significant effect in restructuring the banking industry in the United
States.  The Riegle-Neal Interstate Banking and Branching Efficiency Act of
1994 ("Riegle-Neal") facilitates the interstate expansion and consolidation
of banking organizations by permitting (i) bank holding companies that are
adequately capitalized and managed, one year after enactment of the
legislation, to acquire banks located in states outside their home states
regardless of whether such acquisitions are authorized under the law of the
host state, (ii) the interstate merger of banks after June 1, 1997, subject
to the right of individual states to "opt in" or to "opt out" of this
authority before that date, (iii) banks to establish new branches on an
interstate basis provided that such action is specifically authorized by the
law of the host state, (iv) foreign banks to establish, with approval of the
regulators in the United States, branches outside their home states to the
same extent that national or state banks

                                    - 6 -
<PAGE> 8

located in the home state would be authorized to do so, and (v) banks to
receive deposits, renew time deposits, close loans, service loans and receive
payments on loans and other obligations as agent for any bank or thrift
affiliate, whether the affiliate is located in the same state or a different
state.  One effect of Riegle-Neal is to permit the Company to acquire banks
located in any state and to permit bank holding companies located in any state
to acquire banks and bank holding companies in Missouri.  Overall, Riegle-Neal
is likely to have the effects of increasing competition and promoting
geographic diversification in the banking industry.

STATISTICAL INFORMATION

            The information required by Industry Guide 3 is set forth under
Item 6--"Management's Discussion and Analysis of Financial Condition and
Results of Operations" of this report which is incorporated herein by this
reference.

ITEM 2.  DESCRIPTION OF PROPERTY
         -----------------------

            The Bank's charter and principal branch is located in the City of
St. Louis, Missouri at the corner of Grand Boulevard and West Florissant
Avenue.  The branch occupies approximately 10,000 square feet in a
single-story, retail/office building with a lower level.  The facility has
four drive-up lanes and an enclosed ATM.

            The Bank's Hazelwood branch is located in the City of Hazelwood,
Missouri near the intersection of North Lindbergh Boulevard and Highway 270.
The branch occupies approximately 5,000 square feet in a single-story,
retail/office building with a lower level.  The facility has two drive-up
lanes and a drive-up ATM.

            The Bank's West Port branch is located in the City of Maryland
Heights, Missouri near the intersection of Page Avenue and Highway 270 in the
eastern tract of West Port Plaza.  The branch occupies approximately 2,500
square feet in a single-story, retail/office building.  The facility has a
walk-up ATM.  The Company leases this property subject to a lease that has
more than ten years until expiration, including options.

            The Bank's Clayton branch is located in the City of Clayton,
Missouri at the intersection of Forsyth Boulevard and Bemiston Avenue.  The
branch occupies approximately 3,200 square feet in the first floor of a
three-story, retail/office building.  The facility has one drive-up window
and a walk-up ATM.  The Bank leases this property subject to a lease that has
more than two years until expiration.

            The Bank's Kahoka branch is located in the City of Kahoka,
Missouri at the intersection of North Morgan and Chestnut.  The branch
occupies approximately 7,000 square feet in a single-story, retail/office
building with a finished lower level.  The facility has two drive-up lanes.

            The Bank's Palmyra branch is located in the City of Palmyra,
Missouri near the intersection of Ross Street and Highway 61/24 in the C&R
grocery store.  The branch occupies approximately 150 square feet in a
single-story, retail building.  The facility has a walk-up ATM.  The Bank
leases this property subject to a lease that has more than twenty years until
expiration, including options.

            The Bank's Des Peres branch is located in the City of Des Peres,
Missouri near the intersection of Manchester Road and Highway 270.  The
branch occupies approximately 2,300 square

                                    - 7 -
<PAGE> 9

feet in a single-story, retail/office building.  The facility has four
drive-up lanes and a drive-up ATM.

            The Bank's South County branch is located in the City of
Mehlville, Missouri at the intersection of South Lindbergh Boulevard and
Lemay Ferry Road.  The branch occupies approximately 1,900 square feet in a
free-standing, single-story, retail/office building.  The facility has one
drive-up lane and a drive-up ATM.  The Bank leases this property subject to a
lease that has more than nine years until expiration.

            The Bank's Operations center is located in the City of Maryland
Heights, Missouri at the intersection of Schuetz Road and Fee Fee Road.  The
Operations center occupies approximately 7,200 square feet in a single-story,
commercial/office building.  This facility houses the Mortgage Company, Edge
and the Bank's bookkeeping, loan and mortgage processing, accounting and
human resources departments.  Additionally, the Bank holds the majority of
its board and employee meetings and conducts all training at this facility.

            All of the foregoing properties which are owned by the Bank are
free of any mortgages.

ITEM 3.  LEGAL PROCEEDINGS
         -----------------

            Various claims and lawsuits, incidental to its ordinary course of
business, are pending against the Company and its subsidiaries.  In the
opinion of management, after consultation with legal counsel, resolution of
these matters is not expected to have a material effect on the Company's
financial condition or results of operations.

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

            There were no matters submitted during the quarter ended
December 31, 1996 to a vote of the Company's shareholders, through the
solicitation of proxies or otherwise.

ITEM 4A.  EXECUTIVE OFFICERS OF THE REGISTRANT
          ------------------------------------

            The name, age and position with respect to each of the executive
officers of the Company are set forth below:

            Marvin S. Wool, 68, has served as a Director of the Company since
1990 and as the Chairman and Chief Executive Officer of the Company and
Chairman of Allegiant Bank since March 1992.  For more than the past five
years, Mr. Wool has served as the President and Chief Executive Officer of
Dash Multi-Corp, the holding company for ten subsidiary companies located in
Georgia, Mississippi, Missouri, New Jersey and California which are in the
chemical, cloth coating and carpet industries.

            Shaun R. Hayes, 37, has served as a Director and as the President
of the Company since 1989 and President and Chief Executive Officer of the
Bank since May 1992.  From 1989 through 1994, Mr. Hayes served as Secretary
of the Company.

            S. Kay Love, 35, has served as Assistant Secretary of the Company
and Vice President/Chief Financial Officer of Allegiant Bank since March
1992.  For more than three years prior to joining the Company, Ms. Love
served in various positions at Mercantile Bank of St. Louis, N.A. including
Staff Auditor, Assistant Controller, Financial Systems Accountant, Personal
Banking Officer/Branch Operations Manager and Mortgage Banking Officer.

                                    - 8 -
<PAGE> 10

                                   PART II

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

            The Common Stock (symbol: "ALLE") has been traded on the Nasdaq
National Market since May 15, 1996.  From September 30, 1995 to such date it
was traded on the Nasdaq Small Cap Market.  As of February 28, 1997, the
number of shareholders of the Common Stock was approximately 765.  The
following table sets forth the high and low average trading prices as well as
dividends per share for the periods shown, as reported by Nasdaq since the
third quarter of 1995.  Such prices reflected interdealer prices, without
retail mark-up, mark-down or commission.  Prior to the third quarter of 1995,
there was no established public trading market for the Common Stock.
Accordingly, for periods prior to the third quarter of 1995, the sales prices
of actual individual trades of Common Stock have been included in the table
below to the extent known to the Company's management.

<TABLE>
<CAPTION>


                                     HIGH           LOW    DIVIDENDS DECLARED
                                     ----           ---    ------------------
<S>                                <C>           <C>            <C>
        1995
             First Quarter         $  7.027      $  7.027       $ 0.017
             Second Quarter           7.027         7.027         0.017
             Third Quarter            7.855         7.855         0.017
             Fourth Quarter          10.227         8.055         0.017

         1996
             First Quarter         $ 11.023      $ 11.023       $ 0.023
             Second Quarter          11.023         9.773         0.023
             Third Quarter           11.364         9.773         0.023
             Fourth Quarter          12.343        12.159         0.023
</TABLE>

            The future dividend policy of the Company is subject to the
discretion of the Board of Directors and will depend upon a number of
factors, including future earnings, financial condition, cash needs and
general business conditions.  Holders of Common Stock will be entitled to
receive dividends as and when declared by the Board of Directors of the
Company out of funds legally available for that purpose.  The Company
effected a two-for-three stock split (in the form of a stock dividend) in
January 1995, a 10% stock dividend in January 1996 and a 10% stock dividend
in January 1997.  In September 1996, the Company's Board of Directors voted
to increase the dividend policy to a rate of $0.03 per share payable
quarterly beginning with the regular quarterly dividend scheduled for the
first quarter of 1997.

            Cash available for dividend distribution to the holders of Common
Stock must initially come from dividends paid to the Company by the Bank.
Accordingly, restrictions on the Bank's cash dividend payments directly
affect the payment of cash dividends by the Company.  There can be no
assurance that the Board of Directors will declare any stock splits or stock
dividends in the future.

            The FDIC and/or the Division of Finance has the authority to
prohibit the payment of cash dividends by the Bank when it determines such
payment to be an "unsafe or unsound banking practice" under the then existing
circumstances.  The Federal Deposit Insurance Corporation Act generally
prohibits all payments of dividends by any bank which is in default of any
assessment to the FDIC.  The Company's bank stock loan agreement also
restricts the amount of dividends the Company may pay.  See
Item 6--"Management's Discussion and Analysis of Financial Condition and
Results of Operations--Liquidity and Capital Resource Management--Capital
Resources."

                                    - 9 -
<PAGE> 11

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         ---------------------------------------------------------------
         RESULTS OF OPERATIONS
         ---------------------

RESULTS OF OPERATIONS

Net Income

            For the year ended December 31, 1996, the Company reported
earnings of $1.8 million, compared to $1.3 million, for 1995, an increase of
$533,000, or 42%.  On a per share basis, net income increased 23%, from $.62
for the twelve months ended in 1995 to $.76 in 1996, despite the 16% increase
in weighted average primary common shares outstanding.  This increase from
2.1 million primary shares for the year ended December 31, 1995 to 2.4
million primary shares in 1996, was largely attributable to the private
placement of 617,000 shares of Common Stock in April through June 1995.  This
newly issued stock was outstanding for approximately one-half of the year in
1995 and the entire year in 1996, thus contributing to a majority of the
329,611 increase in weighted average primary common shares outstanding for
the respective periods.

            The following ratios applicable to the Company are among those
commonly used in analyzing bank holding companies:

<TABLE>
                             Return on Equity and Assets
<CAPTION>

                                                    Year Ended December 31,
                                -------------------------------------------------------------
                                  1996         1995         1994         1993          1992
                                --------     --------     --------     --------      --------
<S>                              <C>          <C>           <C>         <C>           <C>
Return on average assets          0.59%        0.56%        0.60%        0.30%        0.21%
Return on average equity         12.17%       10.86%        9.91%        5.47%        3.18%
Dividend payout ratio            12.00%       11.73%        7.59%       10.49%         -- %
Equity to assets ratio            4.81%        5.14%        6.05%        5.47%        6.62%
</TABLE>

Net Interest Income

            For the year ended December 31, 1996, net interest income before
provision for loan losses increased 29% to $10.4 million from $8.0 million in
1995.  This growth was attributable to the 32% increase in total interest
income, which increased from $19.3 million for the year ended 1995 to $25.4
million in 1996.  The largest component of growth in interest income was the
$5.7 million increase in interest and fees earned on loans.  For the year
ended December 31, 1996, interest and fees earned on loans totaled $21.7
million compared to $16.0 million earned in 1995.  Another factor
contributing to the improved interest income was interest earned on
investment securities, which increased 17% from $3.0 million in 1995, to $3.5
million in 1996.

            Total interest expense for 1996 was $15.0 million, a 34% increase
over the total interest expense of $11.2 million in 1995.  Interest paid to
depositors increased 33%, from $9.0 million in 1995 to $12.1 million in 1996.
This increase was largely attributable to greater deposit volume.  Interest
paid on short-term borrowings increased 119% from $703,000 to $1.5 million
for 1995 and 1996, respectively, and interest paid on long-term borrowings
decreased 4% from $1.5 million for 1995 to $1.4 million for 1996.  The
increased expense for short-term borrowings resulted from additional FHLB
advances outstanding during the period.  See "--Liquidity and Capital
Resource Management."

                                    - 10 -
<PAGE> 12

Net Interest Margin

            The increase in total interest income in 1996 was offset in part
by tightening spreads and increasing cost of funds.  As a result of these
trends, along with the growth in deposits and competitive market pressures,
the Company's net interest margin for 1996 decreased 21 basis points from
3.71% for the twelve months ended December 31, 1995 to 3.50% in 1996.  The
tightening spreads experienced by the Company resulted principally from four
factors: (i) an increased concentration in the loan portfolio of one- to
four-family adjustable-rate mortgages; (ii) an extremely competitive market
for retail deposits and both retail and commercial lending; (iii) a shift in
interest rates; and (iv) increases in total borrowings outstanding.

            For 1996, the annualized yield on total average loans outstanding
was 9.36% compared to 10.09% in 1995.  This lower yield reflected a downward
adjustment in the prime lending rate, which decreased from 8.50% on December
31, 1995 to 8.25% on December 31, 1996.  The majority of the Bank's
commercial loans have repriced in response to this decrease in interest
rates.  In addition to lower interest rates, the Bank's spreads have
decreased due to its increased holdings of one- to four-family mortgage
loans, which tend to yield less than commercial or consumer loans.

            Management has elected to originate one- to four-family
adjustable-rate mortgage loans due to the lower credit risk generally
associated with this type of loan, as well as the lower exposure to interest
rate risk due to the frequent periodic adjustments of the mortgage coupon
payments.  Along with the reduced credit risk and interest rate protection,
the Bank also has observed a lower level of the non-performing loans
associated with one- to four-family mortgages compared proportionately to the
other types of loans in the Bank's portfolio.  Given these attributes of
lower risk, the Bank has accepted a lower average yield compared to loans
with a higher level of risk.  The Bank anticipates the continued addition of
one- to four-family mortgage loans to the Bank's loan portfolio.

            Additionally, the origination of one- to four-family
adjustable-rate mortgages allows the Bank to establish relationship banking
with these new retail customers by offering a complete line of consumer
banking products.  One such product is the Bank's new Home Equity Credit Line
("HECL") which was introduced in the second quarter of 1996.  Management
believes that relationship banking, along with the ability to cross-sell
additional products to the customer, will be the key to success in the
consolidating banking industry and will sustain the lower yields associated
with these one- to four-family mortgage loans in order to build relationships
with this new customer base.

            In addition to changes in the credit portfolio mix, the Bank is
also operating in a competitive market for both commercial and consumer
loans.  In addition to increased competition from within the banking
industry, non-bank financial institutions are competing for customers who
have traditionally dealt primarily with commercial banks.  These trends have
forced the Bank to realize tighter spreads on commercial loans, the second
largest component of the credit portfolio.  In the past, the Bank was able to
originate high quality loans at a positive spread to its prime lending rate.
In the current market, these spreads have diminished and the market has
dictated that many of these same loans are now originated at or below the
prime rate.  Management anticipates that these conditions will continue in
the foreseeable future.

            Despite the lower interest rate environment, the Bank was able to
improve the yield on its investment security portfolio.  The average yield
earned on investment securities was 5.70% in 1996 compared to 5.57% in 1995,
an increase of 13 basis points.  The increase was attributable to the
improved management of the investment securities portfolio, along with the
addition of higher yielding securities which were funded with maturing
securities with lower interest rates.

                                    - 11 -
<PAGE> 13

            The aggregate yield paid for interest bearing deposits and both
long- and short-term debt was 5.53% in 1996, a decrease of 12 basis points
compared to 1995.  In 1996, the Bank relied increasingly on FHLB borrowings,
which were a more cost-effective funding source than retail deposits.  The
slight decrease in rates paid on liabilities relative to the larger decrease
in rates earned on total interest bearing assets also was attributable to the
highly competitive market for retail deposits.  When compared to other market
areas, the St. Louis SMSA is substantially more competitive with respect to
consumer deposit pricing.  The Company believes this market condition will
continue in the foreseeable future.

            In addition to the competitive deposit market, the Bank offered a
money market deposit promotion through the first four months of 1996, which
management considered to be successful.  From time to time, the Bank has
selectively run deposit promotions in order to augment its funding and
liquidity needs.  During 1996, the average yield on money market accounts
increased to 4.88% from 4.23% in 1995.  This 65 basis point increase resulted
from the higher yield paid in order to attract deposits in the extremely
competitive deposit market and accounted for 71% of the total increase in
interest paid to depositors in 1996 compared to 1995.  The average balance of
money market accounts increased $40.0 million during this period, from
$20.1 million in 1995, to $61.1 million in 1996, consequently increasing
interest paid on money market accounts $2.1 million from $851,000 in 1995 to
$3.0 million in 1996.  The introductory rate on these accounts was guaranteed
for an initial six-month period and subsequently, on May 1, 1996, the Bank
lowered the interest rate paid on the highest tier for the Allegiant Green
Money Market Accounts.  This rate adjustment allowed the new yield to fall
within the market average range and was intended to help alleviate some of
the negative pressure on the net interest margin in the third and fourth
quarters of 1996.

            In order to avoid running additional deposit promotions, the Bank
increased its short-term debt as an alternative to paying above market
averages for retail deposits.  One bank in the St. Louis SMSA chose to run a
one-year certificate of deposit promotion to yield 6.20% in the third quarter
of 1996, whereas the Bank chose to borrow $10.0 million of shorter-term funds
from the FHLB at a blended cost of 5.80%.  The strategy allowed the Bank to
access funds, with minimal administrative costs and without increasing the
cost of its existing deposit base, which occurs when lower cost deposits
mature and subsequently reprice at the higher special rate.  However, one of
the disadvantages of this strategy is that it increases the Bank's
loan-to-deposit ratio, resulting in a ratio higher than that of its peers.

            The Bank also has utilized FHLB borrowings as a funding source in
anticipation of the planned opening of an additional branch in second quarter
of 1997, as well as a temporary source of funding until the Bank's two
recently opened branches can attract increased levels of core deposits, which
cost less than promotional deposits.  The Bank opened its seventh and eighth
branches in November 1995 (Des Peres) and in May 1996 (Mehlville),
respectively.  The Company expects that as these new branches mature, their
core deposit base should fund the planned retirement of a substantial portion
of the short-term debt.  FHLB advances, when used in conjunction with deposit
promotions and regular retail operations, offer flexibility and an attractive
method to increase funding for loan growth.  The Bank expects to utilize FHLB
advances in the future, as the need arises.

                                    - 12 -
<PAGE> 14

            The following table sets forth the condensed average balance
sheets for the years reported and the percentage of each principal category
of assets, liabilities and shareholders' equity to total assets.  Also shown
is the average yield on each category of interest-earning assets and the
average rate paid on interest-bearing liabilities for each of the periods
reported:

<TABLE>
                 Distribution of Average Assets, Liabilities and Shareholders' Equity and Interest Rates
<CAPTION>

                                                                     Year Ended December 31,
                             -------------------------------------------------------------------------------------------------------
                                          1996                                1995                                1994
                             -------------------------------     ---------------------------------   -------------------------------
                             Average  Int. Earned/  Average      Average   Int. Earned/  Average     Average  Int. Earned/  Average
                             Balance     Paid      Yield<F1>     Balance      Paid       Yield<F1>   Balance     Paid      Yield<F1>
                             -------------------------------     ---------------------------------   -------------------------------
                                                                       (Dollars in thousands)
<S>                         <C>        <C>          <C>         <C>          <C>         <C>         <C>          <C>        <C>
Assets

Interest-earning assets:
Loans<F1>                   $ 232,314  $ 21,740     9.36%       $ 158,503    $ 15,995    10.09%      $  88,654    $ 8,213    9.26%
Taxable investment
  securities                   59,882     3,428     5.72           52,695       2,933     5.57          36,169      1,713    4.74
Non-taxable investment
  securities                    1,115        49     4.39              848          32     3.77             282         13    4.61
Federal funds sold              3,079       151     4.90            5,109         292     5.72           1,503         55    3.66
                            ---------  --------                 ---------    --------                ---------    -------
  Total interest earning
   assets                   $ 296,390  $ 25,368     8.56%       $ 217,155    $ 19,252     8.87%      $ 126,608    $ 9,994    7.89%
                            =========  ========                 =========    ========                =========    =======

Non-interest earning
  assets:
Cash and due from banks     $   6,382                           $   5,791                            $   3,592
Premises and equipment          4,698                               3,207                                2,264
Other assets                    3,915                               4,021                                2,022
Reserve for possible loan
  losses                       (2,401)                             (2,044)                              (1,020)
                            ---------                           ---------                            ---------
  Total assets              $ 308,984                           $ 228,130                            $ 133,466
                            =========                           =========                            =========

Liabilities and
  shareholders' equity

Interest bearing
  liabilities:
Money market accounts       $  61,144  $  2,986     4.88%       $  20,095    $    851     4.23%      $  16,592    $   498    3.00%
NOW accounts                    9,804       232     2.37            8,257         194     2.35           8,656        203    2.35
Savings deposits                6,985       227     3.25            6,751         262     3.88           3,497         87    2.49
Certificates of deposit       104,283     6,149     5.90           97,115       5,737     5.91          57,211      2,512    4.39
Certificates of deposit
  over $100,000                36,387     2,001     5.50           29,481       1,655     5.61           8,749        360    4.11
IRA certificates                7,673       465     6.06            6,022         348     5.78           3,425        164    4.79
                            ---------  --------                 ---------    --------                ---------    -------
  Total interest bearing
   deposits                   226,276    12,060     5.33          167,721       9,047     5.39          98,130      3,824    3.90
Federal funds purchased,
  repurchase agreements,
  and other short-term
  borrowings                   27,481     1,542     5.61           12,175         703     5.77           7,534        447    5.93
Long-term borrowings           17,482     1,397     7.99           18,336       1,456     7.94           7,477        313    4.19
                            ---------  --------                 ---------    --------                ---------    -------
  Total interest bearing
    liabilities             $ 271,239  $ 14,999     5.53%       $ 198,232    $ 11,206     5.65%      $ 113,141    $ 4,584    4.05%
                            ---------  --------                 ---------    --------                ---------    -------

Non-interest bearing
  liabilities and equity:
Demand deposits             $  21,312                           $  16,589                            $  11,240
Other liabilities               1,582                               1,572                                1,005
Shareholders' equity           14,851                              11,737                                8,080
                            ---------                           ---------                            ---------
  Total liabilities and
   shareholders' equity     $ 308,984                           $ 228,130                            $ 133,466
                            =========                           =========                            =========

  Net interest income                  $ 10,369                              $  8,046                             $ 5,410
                                       ========                              ========                             =======

  Net interest margin                               3.50%                                 3.71%                              4.27%

<FN>
-----------------------------
<F1> Interest on non-accruing loans is not included for purposes of
     calculating yields.
</TABLE>

                                    - 13 -
<PAGE> 15

            The following table sets forth for the periods indicated, the
changes in interest income and interest expense which were attributable
to changes in average volume and changes in average rates:

<TABLE>
                                Changes in Interest Income and Expense--Volume and Rate Variances
<CAPTION>
                                                          1996                                           1995
                                                       Compared to                                    Compared to
                                                          1995                                           1994
                                   -----------------------------------------------   --------------------------------------------
                                                              Vol<F*>                                        Vol<F*>
                                   Volume<F1>    Yield<F2>     Rate     Net Change   Volume<F1>  Yield<F2>    Rate     Net Change
                                   ----------    ---------   --------   ----------   ----------  ---------  --------   ----------
Interest earned on:                                                   (Dollars in thousands)
<S>                                <C>         <C>           <C>         <C>         <C>         <C>        <C>        <C>
Loans                              $  7,448    $  (1,162)    $  (541)    $  5,745    $  6,471    $   733    $   578    $  7,782
Taxable investment securities           399           85          12          496         783        300        137       1,220
Non-taxable securities                   12            3           1           16          26         (2)        (5)         19
Federal funds sold and
   other investments                   (116)         (41)         16         (141)        132         31         74         237
                                   --------    ---------     -------     --------    --------    -------    -------    --------
     Total interest income            7,743       (1,115)       (512)       6,116       7,412      1,062        784       9,258
                                   --------    ---------     -------     --------    --------    -------    -------    --------

Interest paid on:

Money market accounts                 1,738          130         266        2,134         105        205         43         353
NOW accounts                             36            2          --           38          (9)        --         --          (9)
Savings deposits                          9          (43)         (1)         (35)         81         49         45         175
Certificates of deposit                 423          (11)         (1)         411       1,752        868        605       3,225
Certificates of deposit
   over $100,000                        388          (34)         (8)         346         853        131        311       1,295
IRA certificates                         95           17           5          117         124         34         26         184

Federal funds purchased,
   repurchase agreements
   and other short-term
   borrowings                           884          (19)        (24)         841         216         85         52         353
Long-term borrowings                    (68)           9          --          (59)        595        184        267       1,046
                                   --------    ---------     -------     --------    --------    -------    -------    --------
     Total interest expense           3,506           51         236        3,793       3,717      1,556      1,349       6,622
                                   --------    ---------     -------     --------    --------    -------    -------    --------

     Net interest income           $  4,237    $  (1,166)    $  (748)    $  2,323    $  3,695    $  (493)   $   565    $  2,636
                                   ========    =========     =======     ========    ========    =======    =======    ========

<CAPTION>
                                                        1994
                                                     Compared to
                                                        1993
                                   -----------------------------------------------
                                                              Vol<F*>
                                   Volume<F1>    Yield<F2>     Rate     Net Change
                                   ----------    ---------   --------   ----------
Interest earned on:
<S>                                <C>         <C>           <C>         <C>
Loans                              $  2,802    $     449     $   268     $  3,519
Taxable investment securities           703          124         112          939
Non-taxable securities                   13           --          --           13
Federal funds sold and
   other investments                    (73)          29         (18)         (62)
                                   --------    ---------     -------     --------
   Total interest income              3,445          602         362        4,409
                                   --------    ---------     -------     --------

Interest paid on:

Money market accounts                   115           10           3          128
NOW accounts                             32           (6)          1           27
Savings deposits                          6           (2)         --            4
Certificates of deposit                 632           82          34          748
Certificates of deposit
   over $100,000                        325           14          18          357
IRA certificates                         77           --          --           77

Federal funds purchased,
   repurchase agreements
   and other short-term
   borrowings                           264           18         129          411
Long-term borrowings                    301          (49)        (95)         157
                                   --------    ---------     -------     --------
   Total interest expense             1,752           67          90        1,909
                                   --------    ---------     -------     --------

   Net interest income             $  1,693    $     535     $   272     $  2,500
                                   ========    =========     =======     ========

<FN>
-------------------------------
<F1> Change in volume multiplied by yield/rate of prior period.
<F2> Change in yield/rate multiplied by volume of prior period.

     Note:  The change in interest due to the combined rate-volume variance has
            been allocated to rate and volume changes in proportion to the
            absolute dollar amounts of the changes in each. Interest on
            non-accruing loans is not included for purposes of the tables
            above.
</TABLE>

                                    - 14 -
<PAGE> 16

Provision For Loan Losses

            Consistent with the Bank's written loan policy, a reserve is set
aside to offset possible future loan losses.  This reserve is provided on a
monthly basis at a rate determined by management based upon its review of the
loan portfolio.  The reserve for loan losses is increased by these provisions
which are charged against income, and reduced by loans charged off, net of
recoveries.  The reserve is maintained at a level considered adequate to
provide for potential loan losses based on management's evaluation of the
anticipated impact on the loan portfolio of current economic conditions,
changes in the character and size of the portfolio, past loan loss
experience, potential future loan losses on loans to specific customers
and/or industries, and other pertinent factors that management believes
require current recognition in estimating possible loan losses.

            For the year ended December 31, 1996, the provision for loan losses
was $1.4 million compared to $977,000 for 1995, an increase of $471,000 or
48%. This increase in the annual provision for possible loan losses, reflects
the increases in total loans outstanding.  Net loans charged off during 1996
were $478,000 compared to $302,000 during 1995.  This increase includes a
$252,000 charge off associated with the third quarter liquidation of problem
assets associated with the failure of a certain borrower's real estate
developments. Total recoveries for the twelve months ended December 31, 1996
were $67,000 compared to $21,000 in the corresponding period in 1995.

                                    - 15 -
<PAGE> 17

   The following table summarizes, for the periods indicated, activity in the
Bank's allowance for possible loan losses, including amounts of loans charged
off, amounts of recoveries and additions to the allowance charged to
operating expenses:

<TABLE>
                          Summary of Loan Loss Experience and Related Information--Allocation
                                            of the Allowance For Loan Losses
<CAPTION>
                                                                             Year Ended December 31,
                                                         -----------------------------------------------------------
                                                            1996        1995        1994        1993          1992
                                                         ---------   ---------   ---------    --------      --------
                                                                            (Dollars in thousands)
<S>                                                      <C>         <C>         <C>          <C>           <C>
Allowance for possible loan losses
 (beginning of period)                                   $   2,130   $   1,455   $     775    $    550      $    438
Loans charged off:
 Commercial, financial, agricultural,
   municipal and industrial development                       (113)       (183)       (165)         (3)           --
 Real estate--mortgage                                        (364)        (82)        (31)         --           (15)
 Installment and consumer                                      (68)        (58)        (10)         (7)           (7)
 Other loans                                                    --          --          --          --            --
                                                         ---------   ---------   ---------    --------      --------
Total loans charged off                                       (545)       (323)       (206)        (10)          (22)
                                                         ---------   ---------   ---------    --------      --------

Recoveries of loans previously charged off:
 Commercial, financial, agricultural,
   municipal and industrial development                         54          11          35          --             3
 Real estate--mortgage                                           3          --          --          --            23
 Installment and consumer                                       10          10           2           2            --
 Other loans                                                    --          --          --          --            --
                                                         ---------   ---------   ---------    --------      --------
Total recoveries                                                67          21          37           2            26
                                                         ---------   ---------   ---------    --------      --------

Net loans charged off                                         (478)       (302)       (169)         (8)            4
                                                         ---------   ---------   ---------    --------      --------
Provision for possible loan losses                           1,448         977         849         233           108
                                                         ---------   ---------   ---------    --------      --------
Allowance for possible loan losses (end of period)       $   3,100   $   2,130   $   1,455    $    775      $    550
                                                         =========   =========   =========    ========      ========

Loans outstanding:
 Average                                                 $ 232,314   $ 158,503   $  88,654    $ 55,517      $ 39,987
 End of period                                             291,926     181,544     121,393      69,773        45,600


Ratios:

 Net charge-offs to average loans outstanding                 0.21%       0.19%       0.19%       0.01%        (0.01%)
 Net charge-offs to provision for loan losses                33.01%      30.91%      19.91%       3.43%        (3.70%)
 Provision for loan losses to average
   loans outstanding                                          0.62%       0.62%       0.96%       0.42%         0.27%
 Allowance for loan loss to total loans outstanding           1.06%       1.17%       1.20%       1.11%         1.21%

Allocation for possible loan losses at end of period:

 Commercial, financial, agricultural,
   municipal and industrial development                  $     833   $     467   $     315    $    218      $    154
 Real estate--construction                                     124         281          74          55            32
 Real estate--mortgage                                       1,153         818         471         341           226
 Installment loans to individuals                              142          90          93          60            50
 Lease financing                                                --          --          --          --            --
 Unallocated                                                   848         474         502         101            88
                                                         ---------   ---------   ---------    --------      --------

Total                                                    $   3,100   $   2,130   $   1,455    $    775      $    550
                                                         =========   =========   =========    ========      ========
</TABLE>

                                    - 16 -
<PAGE> 18

Non-interest Income and Expense

            Non-interest income for 1996 and 1995, was $1.1 million  and
$654,000, respectively.  This increase of $427,000, or 65%, was due to both
the increased number of deposit accounts and the expanded base of service
chargeable products offered to the Company's customers.  Additionally, the
Company has engaged in a cost improvement program which includes a revamping
of the Bank's fee structure.  The largest item attributable to the cost
improvement program involved fees charged on overdrafts, which contributed
approximately $74,000, or 7.0%, of the Bank's non-interest income during
1996.  Other improvements stem from improved cash management, increases in
charges for customer check supplies and an increase in installment loan fees.
Management expects continued growth in non-interest income as new products
are developed and offered to the Bank's customers.  Net gains on the sale of
securities contributed $49,000 to the increase in non-interest income for the
twelve months ended December 31, 1996.

            For 1996, total non-interest expense was $7.0 million, compared
to $5.6 million for 1995, an increase of 25%.  This amount included an 27%
increase in operating expenses and a 23% increase in salaries and employee
benefits.  A large portion of the increase in operating expenses was directly
related to the operation of the newly opened Des Peres and Mehlville
branches, as well as the development of the Allegiant Bank Operations Center.
The remainder of the increase in operating expenses was attributable to
expenditures for telephone, supplies, accounting fees and business
development.  These increases were attributable to the Bank's recent growth
and represent the normal increases in regular business activities.  Also
included in this increase in non-interest expense is an investment in
technology.  Management believes that investment in information technology
will yield future benefits in the form of increased efficiency and
profitability, as the Bank will be able to offer new service chargeable
products to more closely match its customers' needs.

            The increase in salary and employee benefits resulted from a
change in the employee mix.  Full-time support staff positions were reduced
while management level employees were hired to increase efficiency and expand
the Company's market coverage.  In addition, experienced customer service
representatives were hired to operate the new Des Peres and Mehlville
branches.  This change in the personnel profile was reflected in the
increased costs associated with salaries and employee benefits, despite only
a nominal increase in the number of full-time equivalent employees.  As of
December 31, 1996, Allegiant Bank employed 98 full-time equivalent employees
compared to 92 full-time equivalent employees at December 31, 1995.
Additionally, as the banking industry continues to consolidate, the Bank
plans to hire additional qualified employees in 1997 from the pool of
experienced workers expected to become available as local branches are closed
in the wake of consolidation of larger institutions.

            Despite the additional costs associated with the opening of the
two new branches and the Operations Center in 1996, the Company was able to
improve its operating expense and operating efficiency ratios during 1996.
The percentage of total operating expenses to total average assets improved
to 2.27% in 1996, from 2.47% for 1995.  The efficiency ratio decreased to
61.30% in 1996, from 64.66% during 1995.  The efficiency ratio is considered
a measure of the degree to which the Company leverages overhead expenses.
Another overhead management ratio, average assets per full-time equivalent
employee, improved from $2.4 million per employee in 1995 to $3.2 million per
employee in 1996.  The Company attributes a substantial portion of these
efficiency gains to the cost improvement program that it has undertaken.  In
addition to the Bank's increased efficiency, in 1995, the FDIC announced that
deposit insurance premiums would be reduced from $.23 per $100 to the base
amount of $2,000 per year.  As a result, the Company's deposit insurance
premiums expense decreased $148,000 in 1996, compared to 1995.

                                    - 17 -
<PAGE> 19

            The following table sets forth the Company's summary consolidated
non-interest income and expense for the years indicated:

<TABLE>
<CAPTION>
                                                  Year Ended December 31,
                                                --------------------------
                                                   1996            1995
                                                ----------      ----------
                                                      (In thousands)
<S>                                             <C>             <C>
Non-interest income:

Other non-interest income                             455             265
Overdraft fees                                        363             231
Service charges                                       214             162
Gain (loss) on the sale of securities                  49              (4)
                                                ---------       ---------

  Total non-interest income                     $   1,081       $     654
                                                =========       =========

Non-interest expense:

Salaries and employee benefits                  $   3,455       $   2,809
Other non-interest expense                          2,033           1,523
Depreciation of buildings and fixed assets            604             426
Expense on premises and fixed assets                  338             270
Supplies                                              202             157
Rent expense                                          149             121
Directors' fees                                       122              73
Advertising                                           106              88
FDIC assessment                                        10             158
                                                ---------       ---------

  Total non-interest expense                    $   7,019       $   5,625
                                                =========       =========
</TABLE>

            In December 1994, the Company's Board of Directors approved the
Phantom Stock Plan (the "Plan") for the President of the Company, under which
the Company agreed to pay a cash award to the President based upon the
increase in book value of 48,400 shares of the Company's Common Stock, from
December 31, 1994 until the earlier of:  (i) December 31, 1998; or (ii) the
end of the year immediately preceding the year that the President's
employment with the Company terminates.  The Company has accrued
approximately $93,000 of the amount payable under the Plan as non-interest
expense for salaries and employee benefits (including $38,000 in 1996).

FINANCIAL CONDITION

           At December 31, 1996, the Bank's total assets rose to $377.6
million, an increase of $97.2 million or 35% from December 31, 1995.  This
growth was primarily attributable to the $110.4 million increase in loans
outstanding, comprised principally of $50.1 million in one- to four-family
mortgages.  Fed funds sold decreased 24% to $10.8 million at December 31,
1996, from $14.2 million at December 31, 1995.  This decrease was due to the
funding of increased loan production.  Investment securities decreased 17%
from $73.2 million at December 31, 1995 to $60.6 million at December 31,
1996.  This decrease was primarily attributable to the maturity of short-term
securities, purchased to maximize the spread to fed funds.  The proceeds from
these maturities were used to fund the limited deposit run-off resulting from
the second quarter repricing of the deposit promotion offered in the first
half of 1996 along with the increased loan growth experienced in 1996.

            Short-term investments held at December 31, 1995 included a match
funding of an unusually large money market deposit account which was to be
held at the Bank for an undetermined

                                    - 18 -
<PAGE> 20

period of time.  The investments were laddered so that a large withdrawal from
the account would not threaten the Bank's liquidity position, as well as to
maximize return on the funds while they where held at the Bank.  The customer
withdrew the funds in early 1996 and the short-term investments were not
replaced as they matured.

Asset/Liability Management

            The main objective of the Bank's asset/liability management
strategy is the effective monitoring and control of interest rate
sensitivity, both on and off the Bank's balance sheet.  The Company's
Asset/Liability Committee monitors the interest rate sensitivity of the
balance sheet on a bi-weekly basis.  The committee reviews asset and
liability repricing in the context of current and possible future interest
rate scenarios affecting the economic climate in the Company's market area.
The objective of the committee is to minimize the Company's earnings
sensitivity when subjected to volatile interest rate movements, while
maintaining a net interest margin to support the Company's strategic
objectives.

            Management's strategy toward positioning the Bank for interest
rate movements is three-fold.  First, policies for non-real estate lending,
deposit and investment functions call for all significant investments and/or
fundings to be less than five years in maturity.  Most non-real estate loans
originated at the Bank are three years or less in maturity.  The real estate
mortgage loans held in the portfolio are made up of one-, two- and three-year
adjustable-rate loans which have a reduced exposure to interest rate risk due
to their periodic interest rate adjustments.  Second, management seeks to
adapt to a changing interest rate environment by altering the mix of
floating- and fixed-rate commercial loans and investment securities, subject
to prevailing market conditions.  Third, management offers promotional
deposit rates for certain maturity tranches in order to attain its targeted
maturity schedule for time deposits.  In addition, the continual systematic
renewal of a portion of the deposit base allows for the mitigation of a
segment of the interest rate risk associated with deposit re-pricing.  This
also has been accomplished in the investment portfolio with the
implementation of the "laddered" maturity schedule, targeting an average
duration of three years.

            Several tools are utilized in the measurement of the Bank's
balance sheet rate sensitivity.  The Bank's mainframe system produces several
asset and liability management reports, such as the gap analysis of periodic
interest rate adjustments, modeled by final maturity and repricing frequency
for both assets and liabilities.  Another system involves a simulation model
which is used to forecast changes to the balance sheet under four different
rate scenarios.  The model shows changes to shareholders' equity and net
income under rising, falling, stable and management's forecast of likely rate
scenarios.  The results of these models are reviewed by the Bank's
Asset/Liability Committee and considered when adjusting the Bank's relative
asset and liability position.

            Historically, interest rates on a large percentage of the Bank's
loans have adjusted with the prime lending rate or comparable indices.
Additionally, a large amount of the investment securities in the portfolio
are variable-rate in nature, and are subject to quarterly or more frequent
interest rate adjustments.  The implications of a positive gap vary according
to trends in short- and long-term interest rates.  In a rising rate
environment, assets tend to reprice more quickly than liabilities, resulting
in an increased spread to the Bank.  In a falling rate environment, assets
tend to reprice downward more quickly than liabilities, causing a tightening
of the spread.  The Bank's target gap range is 80% to 135% in the zero- to
three-month category, and 75% to 125% in the one-year category.  The gap as
of December 31, 1996 was within the guidelines of the policy.

                                    - 19 -
<PAGE> 21

            The following table presents the Company's interest rate position
for various time bands, as of December 31, 1996.  This model does not take
into consideration interest rate caps or floors:

<TABLE>
<CAPTION>
                                                 0 to 3           4 to 12          1 to 5           Over
                                                 Months           Months           Months          5 Years          Total
                                               ----------       ----------       ----------       ---------       ----------
                                                                         (Dollars in thousands)
<S>                                            <C>              <C>              <C>              <C>             <C>
Earning Assets:
 Loans                                         $  161,606       $   56,894       $   67,380       $   6,046       $  291,926
 Investment securities <F1>                        25,715           13,428           19,682             500           59,325
 Non-taxable investment securities                     25              205              542             427            1,199
 Other short-term investments                      10,775               --               --              --           10,775
                                               ----------       ----------       ----------       ---------       ----------
   Total earning assets                        $  196,121       $   70,527       $   87,604       $   6,973       $  363,225
                                               ==========       ==========       ==========       =========       ==========

Funding Sources:
 Money market accounts                             74,490               --               --              --           74,490
 NOW accounts                                      10,711               --               --              --           10,711
 Savings                                            6,083               --               --              --            6,083
 Time deposits                                     21,979           68,538           37,166              66          127,749
 Time deposits over $100,000                       31,349           15,306            4,170              --           50,825
 IRAs                                               1,828            3,963            2,935              21            8,748
 Repurchase agreements                              7,278              523              536              --            8,337
 Short-term FHLB borrowings                        10,150           17,650               --              --           27,800
 Long-term FHLB borrowings                             --               --            7,000              --            7,000
 Long-term borrowings--other                           --               --            4,400           3,263            7,663
                                               ----------       ----------       ----------       ---------       ----------
   Total funding sources                       $  163,869       $  105,980       $   56,207       $   3,350       $  329,406
                                               ==========       ==========       ==========       =========       ==========

Interest sensitivity gap--$                    $   34,252       ($  35,453)      $   31,397       $   3,623       $   33,819
Interest sensitivity gap--%                        120.90%           66.55%          155.86%         208.15%          110.27%

Cumulative gap--$                              $   34,252       ($   1,201)      $   30,196       $  33,819
Cumulative gap--%                                  120.90%           99.55%          109.26%         110.27%

Gap as a percentage of total
 earning assets                                      9.43%           (0.33%)           8.31%           9.31%
<FN>
----------------------------
<F1>  Investment securities include mortgage-backed securities which have
      effective maturities based upon current market conditions.  This
      stratification is based on management's estimates in relation to the
      historical trends of these types of securities.
</TABLE>

Risk Management

            The Company's objective in structuring the balance sheet is to
maximize the return on shareholders' equity while prudently managing the
associated risks.  The principal risks involved in the banking industry are
regulatory, credit, exposure to local economic conditions and interest rate
risks.  The following is a discussion of the Company's management of these
risks.

            Regulatory Risk.  The banking industry is heavily regulated.
These regulations are intended to protect depositors, not shareholders.  The
Bank is subject to regulation and supervision by the FDIC and the Missouri
Division of Finance (the "Division of Finance"), while the Company is subject
to regulation and supervision by the Federal Reserve Bank ("FRB").  The
burden imposed by Federal and state regulations puts banks at a competitive
disadvantage compared to less regulated competitors such as finance
companies, mortgage banking companies and leasing companies.  In addition,
legislative reactions to the problems of the thrift industry have added to
the regulatory burden on banks.

            Credit Risk.  The greatest risk facing lenders is generally
credit risk, that is, the risk of losing principal and interest due to a
borrower's failure to perform according to the terms of the loan

                                    - 20 -
<PAGE> 22

agreements. The Bank historically has experienced relatively low levels of
loan losses. Management attributes these loan loss rates to the Bank's
emphasis on tangible asset lending, generally securing loans with real estate.
Pursuant to its loan monitoring policy, the Bank reported net loan chargeoffs
of $478,000 during 1996, or 0.21% of average loans outstanding, an increase
from 0.19% of average loans charged off in 1995.  As of December 31, 1996, the
ratio of non-performing loans to total loans was .24%, an increase from .17%
at December 31, 1995.

            Exposure to Local Economic Conditions.  The Bank's concentration
of loans in the St. Louis SMSA exposes it to risks resulting from changes in
the local economy.  While the Bank's market area for loans extends throughout
most of Eastern and Northeastern Missouri and Southern Illinois, its lending
operations are concentrated in the St. Louis SMSA.  The percentage of loans
secured by St. Louis SMSA real estate is significant.  A dramatic drop in St.
Louis area real estate values would adversely affect the quality of the loan
portfolio.  Of the amount of commercial real estate loans, a majority is to
businesses that occupy and use the real estate.  The risk of default with
users of the property normally has been lower than with other segments of the
commercial real estate market.

            Interest Rate Risk.  The Bank's earnings depend to a great extent
upon the level of net interest income, which is the difference between
interest income earned on loans and investments and the interest expense paid
on deposits and other borrowings.  Although the Company believes that the
maturities of the Bank's assets are appropriately balanced in relation to
maturities of liabilities ("gap management"), gap management is not an exact
science.  Rather, it involves estimating how changes in the general level of
interest rates will impact the yields earned on assets and the rates paid on
liabilities.  Moreover, rate changes can vary depending upon the level of
rates and competitive factors.  From time to time, maturities of assets and
liabilities are not balanced, and a rapid increase or decrease in interest
rates could have an adverse effect on net interest margins and results of
operations of the Company.

Loans

            Loans, the largest component of interest earning assets,
increased 61% from year-end 1995 to December 31, 1996.  This growth was
attributable to a 85% increase in commercial loans, a 58% increase in real
estate loans and a 44% increase in consumer loans.  The increase in
commercial loans was largely due to marketing efforts of the Bank's
commercial loan team, strengthened by the recent additions of personnel
recruited from competing banks in the area.  Many of these loan officers were
able to transfer business relationships with them.  Commercial loans
increased $34.6 million, from $40.5 million on December 31, 1995 to $75.1
million on December 31, 1996.  The majority of these loans are tied to
Allegiant's Corporate Market Rate (which generally moves with the national
prime lending rate) and tend to be the Bank's most profitable loans.

            The commercial loan portfolio is diversified from an industry
standpoint and includes businesses engaged in manufacturing, wholesaling,
retailing, agribusiness, financial services and other service business.
Emphasis is upon middle-market and community businesses with known local
management and financial stability.  Consistent with the Bank's strategy and
emphasis upon relationship banking, most borrowing customers also maintain
deposit accounts and utilize other banking services.  Real estate is often a
material component of collateral for the commercial and industrial loans even
though cash flows are unrelated to the real estate.  This real estate
provides the Company with additional collateral protection.

            While the Company traditionally has focused on small- to
mid-sized commercial lending, the Mortgage Company has enabled the Company to
increase its earning assets by expanding its mortgage lending activities.
The largest component of the Bank's loan portfolio consists of real estate
mortgage loans, which increased $72.1 million from $124.1 million at December
31, 1995 to $196.1 million at

                                    - 21 -
<PAGE> 23

December 31, 1996.  The majority of this increase was in one- to four-family
adjustable-rate mortgages, which tend to be lower risk in nature.  The
Mortgage Company was the key contributor to this increase in mortgage loan
production, posting a record twelve-month performance in 1996 with $72.2
million in loans originated.

            The growth in consumer loans was attributable to the improved
management of the consumer loan portfolio, along with the introduction of the
new HECL product.  In the first year of production, 180 HECL loans were
originated with $9.1 million committed and $5.4 million in balances
outstanding.  Performance in this area has exceeded management's
expectations.  These loans were offered at a low introductory rate and will
reprice in the first quarter of 1997.

<TABLE>
                                Loan Portfolio--Maturities and Sensitivities of Loans
<CAPTION>

                                                                   December 31, 1996
                              ------------------------------------------------------------------------------------------
                                               Maturing After One Year              Maturing After
                              Maturing in         Through Five Years                  Five Years
                               One Year        ------------------------        -----------------------
                               or Less         Fixed-rate      Variable        Fixed-rate     Variable          Total
                             ----------------------------      --------        ----------     --------          -----
                                                                  (In thousands)
<S>                          <C>               <C>             <C>             <C>             <C>             <C>
Commercial, financial,
  agricultural, municipal
  and industrial
  development                $   55,384        $  7,703        $  6,417        $    287        $  5,338        $  75,129
Real estate                      84,064          47,465          13,326           2,522          57,493          204,870
Installment                       8,691           2,916               2              17              --           11,626
Other                                50             251              --              --              --              301
                             ----------        --------        --------        --------        --------        ---------
Total loans                  $  148,189        $ 58,335        $ 19,745        $  2,826        $ 62,831        $ 291,926
                             ==========        ========        ========        ========        ========        =========
</TABLE>

                                    - 22 -
<PAGE> 24

            The following table summarizes the composition of the Bank's loan
portfolio for the periods indicated:
<TABLE>

                                              Loan Portfolio--Types of Loans
<CAPTION>
                                                                              December 31,
                                    -----------------------------------------------------------------------------------------------
                                            1996              1995                1994                 1993               1992
                                    ------------------  ---------------     ----------------    ----------------    ---------------
                                              Percent           Percent              Percent             Percent            Percent
                                                 of                of                   of                  of                 of
                                               Total             Total                Total               Total              Total
                                    Amount     Loans    Amount   Loans      Amount    Loans     Amount    Loans     Amount   Loans
                                    ------    --------  ------  --------    ------   -------    ------   -------    ------  -------
                                                                     (Dollars in thousands)
<S>                               <C>        <C>      <C>        <C>      <C>        <C>      <C>        <C>      <C>        <C>
Commercial, financial,
 agricultural, municipal
 and industrial development       $  75,129   25.75%  $  40,518   22.32%  $  30,353   25.00%  $  19,954   28.60%  $  13,198   28.94%
Real estate--construction             8,763    3.00       8,777    4.83       5,504    4.53       1,403    2.01         806    1.77
Real estate--mortgage:
 One- to four-family residential    121,386   41.58      71,260   39.25      47,109   38.81      26,699   38.27      16,877   37.01
 Multi-family and commercial         74,721   25.60      52,795   29.08      31,813   26.21      16,899   24.22      10,702   23.47
Consumer and other                   12,084    4.14       8,379    4.62       6,881    5.67       4,959    7.11       4,119    9.03
Less unearned income                   (157)   (.05)       (185)  (0.10)       (267)  (0.22)       (141)  (0.20)       (102)  (0.22)
                                  ---------  ------   ---------  ------   ---------  ------   ---------  ------   ---------  ------
 Total loans<F1>                  $ 291,926  100.00%  $ 181,544  100.00%  $ 121,393  100.00%  $  69,773  100.00%  $  45,600  100.00%
                                  =========  ======   =========  ======   =========  ======   =========  ======   =========  ======

<FN>
----------------------
<F1> The Bank had no outstanding foreign loans at the dates reported.
</TABLE>

                                    - 23 -
<PAGE> 25


Investments

          Investment securities decreased $12.7 million during 1996 to $60.6
million at December 31, 1996.  A substantial portion of this decrease was due
to the run-off of an unusually large money market deposit account which was
match-funded with short-term securities.  The remainder of the decrease in
investment securities was used to fund increased loan growth in 1996.  These
short-term debt instruments, or discount notes, are typically held in larger
denominations and mature within 90 days from the date of purchase.  The Bank
generally invests in discount notes in order to maximize yield versus simply
investing the funds in the overnight Fed Funds market.  The increase in the
aggregate amount of short-term securities at the beginning of the year
reflected the Company's assessment of opportunities available given the shape
of the existing yield curve and the yield pick up associated with this
investment strategy at the time of the purchase.  In addition, some
longer-term securities were called away from the Bank, due to the relative
decrease in interest rates during the first quarter of 1996.

          Management has implemented an investment strategy which places
relatively less emphasis on marginal yield, and relatively more emphasis on
stable average market yield.  This investment approach minimizes the
portfolio's exposure to interest rate risk by diluting the effects of a
volatile market, which in turn offers a more balanced total return. In 1995,
the Bank implemented this investment strategy involving a three-year laddered
portfolio. The goal of a laddered portfolio is to minimize reinvestment risk,
or the risk of investing large amounts at the same interest rate.  The ladder
allows for a uniform portion of the portfolio to mature each month to be
reinvested three years out in million dollar segments.  Because the Bank is
not investing the funds all at once, the portfolio generally yields the
normal average market rate, where the high rates match off with the low rates
to arrive at a stable blended average.  Another advantage of the three-year
ladder is the relatively low volatility associated with the purchase of
shorter term securities due to the lower level of duration.  This strategy
has resulted in less unrealized loss that reduces shareholders' equity.  The
Bank will continue to target a laddered investment strategy, purchasing a mix
of fixed-rate U.S. Treasury and agency issues as well as callable agency
securities.  Remaining investments include mostly municipal securities from
primarily local issuers.  Consequently, there has been minimal credit risk
related to the Company's investment portfolio.

          The Bank generally holds investment securities for three reasons:
(i) as a secondary source of liquidity to fund additional loans as well as
managing deposit run-off as such situations arise; (ii) as instruments to
pledge against public deposits and repurchase agreements; and (iii) to
generate a yield of return that outperforms the yield of merely holding
excess cash in the overnight Fed Funds market.  A strategy implemented in
1995 that allows the Bank to achieve all three of these goals is the creation
of mortgage-backed securities.  This strategy allows the Bank to move
previously booked loans to the securities section of the balance sheet,
achieving an attractive yield for the Bank's bond portfolio and more
importantly, increases the liquidity of those earning assets while virtually
eliminating credit risk with a FNMA guarantee.  However, the Bank sustains
some loss in yield when securitizing these assets in the form of a guarantee
fee paid to FNMA.  The 17% decrease in investment securities for the year
ended December 31, 1996, occurred despite the addition of $9.2 million in
adjustable-rate mortgage-backed securities described above.  These securities
were created as a result of a mortgage loan swap with FNMA in which the Bank
traded $9.2 million in adjustable-rate mortgages for the same amount in
mortgage-backed securities.  The Bank plans to swap mortgages for additional
securities in 1997 and thereafter as part of its regular course of
operations.

                                    - 24 -
<PAGE> 26

          The book value of investment securities for the periods indicated
were as follows:

<TABLE>
<CAPTION>
                             Investment Portfolio

                                                       December 31,
                                       -------------------------------------------
                                          1996            1995             1994
                                       ---------        ---------        ---------
                                                     (In thousands)
<S>                                    <C>              <C>              <C>
United States Treasury securities      $   7,941        $   5,017        $   7,025
Obligations of other United States
   government agencies                    46,717           64,697           31,232
Federal Home Loan Bank stock               4,462            2,645            2,278
States and political subdivisions          1,199              930              503
Less unrealized gain (loss) on
  securities available-for-sale               35             (136)            (150)
Other                                        205               58               --
                                       ---------        ---------        ---------
   Total                               $  60,559        $  73,211        $  40,888
                                       =========        =========        =========
</TABLE>

            The maturities and yield information of the investment
securities portfolio as of December 31, 1996 was as follows:

<TABLE>
                                          Investment Portfolio--Maturities and Yields
<CAPTION>

                                                Weighted    Over One    Weighted  Over Five  Weighted                 Weighted
                                      One Year  Average     Through     Average   Through    Average   Over Ten       Average
                                      or Less    Yield     Five Years    Yield    Ten Years   Yield     Years          Yield
                                      --------  --------   ----------   --------  ---------  --------  --------       --------
                                                                      (Dollars in thousands)
<S>                                  <C>          <C>      <C>           <C>    <C>           <C>     <C>               <C>
United States Treasury securities    $  1,505     4.96%    $  6,436      6.10%  $     --        --%   $      --           --%
Obligations of United States
  government agencies                   9,199     4.54       18,887      5.52        500      6.69       18,131<F1>     6.24
Federal Home Loan Bank stock            4,462     7.00           --                   --                     --
States and political subdivisions         230     4.49          542      5.59        400      5.31           27         5.00
Less unrealized loss on securities
  held available-for-sale                  35       --           --        --         --        --           --           --
Other                                      --       --          205        --         --        --           --           --
                                     --------              --------             --------              ---------
--
Total investment securities          $ 15,431     5.29%    $ 26,070      5.62%  $    900      6.08%   $  18,158         6.24%
                                     ========              ========             ========              =========

Total portfolio                                                                                       $  60,559         5.70%
                                                                                                      =========
<FN>
-------------------------------------
<F1> Securities are adjustable-rate mortgages tied to the one-year Constant
     Maturity Treasury index.  Due to principal prepayments, management
     estimates these securities will have an estimated life of five to seven
     years during normal market conditions.
</TABLE>

Asset Quality

            The Bank's allowance for possible loan losses increased 46%, from
$2.1 million on December 31, 1995 to $3.1 million on December 31, 1996.  The
majority of this increase was due to the provision of $1.4 million to the
reserve for possible loan losses during 1996.  The reserve for loan losses is
budgeted by using a risk weighting system based upon the different risk
categories of loans.  The

                                    - 25 -
<PAGE> 27

allowance for loan losses to total loans decreased to 1.06% at December 31,
1996 from 1.17% at December 30, 1995.  This decrease takes into account the
increased percentage of the loan portfolio represented by one- to four-family
mortgage loans, which tend to exhibit lower levels of credit risk.  The
Company believes that the allowance for possible loan losses at December 31,
1996 was adequate to reflect the credit risk in the loan portfolio.  See
"Results of Operations--Provision for Loan Losses."

            Non-performing assets increased to $692,000 at December 31, 1996,
an increase of $384,000 from $318,000 as of December 31, 1995.  The ratio of
non-performing loans to total loans was 0.24% at December 31, 1996, compared
to 0.17% as of December 31, 1995.  The largest component of this increase in
non-performing loans was a $228,000 increase in non-performing real estate
construction loans.

            As an integral part of their examination process, the various
regulatory agencies periodically review the Bank's allowances for possible
loan losses.  Such agencies have the authority to require the Bank to
recognize additions to the reserve based upon their judgment.  The Company
believes that the allowances for possible loan losses at December 31, 1996
were consistent with applicable regulatory requirements.

                                    - 26 -
<PAGE> 28

            The following table summarizes, for the periods presented,
non-performing assets by category:

<TABLE>

                          Risk Elements--Nonaccrual, Past Due and Restructured Loans

<CAPTION>
                                                                                            December 31,
                                                                 ------------------------------------------------------------------
                                                                    1996          1995          1994           1993         1992
                                                                 ---------     ---------      ---------      ---------    ---------
                                                                                          (Dollars in thousands)
<S>                                                              <C>           <C>            <C>            <C>          <C>
Commercial, financial, agricultural and all other loans:
  Past due 90 days or more                                       $       5     $     113      $      --      $      --    $      --
  Non-accrual                                                          207           109             40             --           --
  Restructured terms                                                    --            --             --             --           --

Real estate--construction:
  Past due 90 days or more                                             264            36             90             --           20
  Non-accrual                                                           84            20             35             11           --
  Restructured terms                                                    --             3             --             --           --

Real estate--mortgage:
  Past due 90 days or more                                              --            --             --             --           --
  Non-accrual                                                           --            --             --             --           --
  Restructured terms                                                    --            --             --             --           --

Installment loans to individuals:
  Past due 90 days or more                                              23            12              8             --            3
  Non-accrual                                                          109            15             --              3           --
  Restructured terms                                                    --            --             --             --           --
                                                                 ---------     ---------      ---------      ---------    ---------

Total non-performing loans:                                      $     692     $     308      $     173      $      14    $      23
                                                                 =========     =========      =========      =========    =========

  Other real estate                                                     --            10             25             --           --
                                                                 ---------     ---------      ---------      ---------    ---------

Total non-performing assets:                                     $     692     $     318      $     198      $      14    $      23
                                                                 =========     =========      =========      =========    =========

Gross interest income that would have been recorded
  in the period if the loans had been current in
  accordance with the original terms and had been
  outstanding throughout the period or since
  origination:
    Loans accounted for on
     a non-accrual basis                                         $      57     $      30      $      16      $       1    $       1
    Loans with restructured terms                                       --            --             --             --           --

Balance sheet information (at year-end):
  Total assets                                                   $ 377,564     $ 280,386      $ 171,927      $ 104,416    $  68,782
  Loans outstanding                                                291,926       181,544        121,393         69,733       45,600
  Shareholders' equity                                              16,386        13,938          8,453          7,487        3,894
  Allowance for possible loan loss                                   3,100         2,130          1,455            775          550

Ratios:
  Non-performing loans to total loans outstanding                     0.24%         0.17%          0.14%          0.02%        0.05%
  Non-performing assets to total assets                               0.18          0.11           0.12           0.01         0.03
  Non-performing loans to shareholders' equity                        4.22          2.28           2.34           0.19         0.59
  Reserve for possible loan losses to total loans                     1.06          1.17           1.20           1.11         1.21
  Reserve for possible loan losses
   to non-performing loans                                          447.98        691.56         841.04       5,535.71     2,391.30

 (Table continued on following page)


                                    - 27 -
<PAGE> 29

Percent of categories to total end-of-period loans:
  Commercial, financial, agricultural,
   municipal and industrial development                              25.74         22.32          25.00          28.60        28.94
  Real estate--construction                                           3.00          4.83           4.53           2.01         1.77
  Real estate--mortgage:
   One- to four-family residential                                   41.58         39.25          38.81          38.27        37.01
   Multi-family and commercial                                       25.60         29.08          26.21          24.22        23.47
  Installment and consumer                                            4.11          4.62           5.67           7.11         9.03
   Less unearned income                                              (0.05)         (.10)         (0.22)         (0.20)       (0.22)
                                                                 ---------     ---------      ---------      ---------    ---------
Total loans                                                         100.00%       100.00%        100.00%        100.00%      100.00%
                                                                 =========     =========      =========      =========    =========
</TABLE>

LIQUIDITY AND CAPITAL RESOURCE MANAGEMENT

            Corresponding to the growth in assets for the year ended December
31, 1996, total liabilities increased by $97.2 million.  This increase
included a $22.0 million increase in short-term borrowings.  The majority of
this funding was achieved with short-term advances secured from the FHLB of
Des Moines.  In addition, a small portion of the increase in short-term FHLB
borrowings was due to a reclassification of longer-term advances which will
mature within twelve months from December 31, 1996 and as such was
re-classified as short-term.  In the current interest rate environment, the
Bank prefers to use these alternative sources of short-term funding in lieu of
higher cost retail deposits gathered with deposit promotions.

Deposits

            As of December 31, 1996, aggregate deposits totaled $308.7
million, an increase of 33% or $77.4 million  from $231.3 million as of
December 31, 1995.  This growth was principally attributable to a $31.0
million increase in certificates of deposit and a $20.6 million increase in
money market accounts.  In addition, certificates of deposit over $100,000
increased $17.7 million, while significant growth was achieved in demand
deposit accounts, with an increase of $7.4 million or 34%.  Slightly
offsetting these increases was a 32% decrease in savings accounts, most of
which was due to the re-pricing of Allegiant Green Savings Accounts.  The
majority of these funds was moved to the higher yielding money market
accounts within the Bank.

            The Bank anticipates continued deposit growth in 1997, as the
Mehlville and Des Peres branches mature, along with the addition of the new
St. Peters branch which is expected to become operational in the first half
of 1997.  In addition to the new branch, the Bank plans to continue offering
new products, such as the ones previously mentioned, in its effort to
increase core deposits and attract long-term banking relationships.  The
following table summarizes deposit activity, along with the weighted average
breakdown of each deposit type and the average yield paid on those deposits
for the periods indicated:

                                    - 28 -
<PAGE> 30

<TABLE>

                                                   Deposits

<CAPTION>
                                                                         December 31,
                            -------------------------------------------------------------------------------------------------------
                                       1996                                1995                                  1994
                            ----------------------------      -------------------------------     ---------------------------------
                                         Percent                             Percent                               Percent
                                        of Total                            of Total                              of Total
                            Amount      Deposits  Rate         Amount       Deposits    Rate        Amount        Deposits    Rate
                            ------      --------  ----         ------       --------    ----        ------        --------    ----
                                                                      (Dollars in thousands)
<S>                       <C>          <C>       <C>          <C>          <C>        <C>         <C>             <C>       <C>
Demand deposits           $  29,406      9.53%       --%      $  21,966      9.50%        --%     $  15,785        11.70%       --%
NOW accounts                 10,711      3.47      2.37           9,087      3.93       2.35          8,394         6.22      2.37
Money market
 accounts                    74,490     24.13      4.88          53,905     23.30       4.23         18,771        13.92      3.00
Savings deposits              6,083      1.97      3.25           8,896      3.85       3.88          3,736         2.77      2.49
Certificates of deposit     128,407     41.60      5.90          97,460     42.13       5.91         69,688        51.67      4.39
Certificates of deposit
 over $100,000               50,825     16.47      5.50          33,140     14.33       5.61         14,453        10.72      4.11
IRA certificates              8,748      2.83      6.06           6,855      2.96       5.78          4,057         3.01      4.79
                          ---------    ------                 ---------    ------                 ---------       ------
 Total deposits           $ 308,670    100.00%     5.33%      $ 231,309    100.00%      5.39%     $ 134,884       100.00%     3.90%
                          =========    ======                 =========    ======                 =========       ======
</TABLE>

<TABLE>
    Amounts and Maturities of Time Deposits of $100,000 or More <F1>

<CAPTION>
                                                      December 31, 1996
                                                      -----------------
                                                        (In thousands)
<S>                                                       <C>
Three months or less                                      $  30,526
Over three months through six months                          8,772
Over six through twelve months                                7,357
Over twelve months                                            4,170
                                                          ---------
  Total                                                   $  50,825
                                                          =========

<FN>
----------------------
<F1> As of December 31, 1996 the Bank had no outstanding time certificates of
     deposit or time deposits in amount of $100,000 or more issued by foreign
     banking offices.
</TABLE>

Liquidity Management

            The Bank seeks to maintain a level of liquidity which will
provide a readily available source of funds for new loans, allowing it to
meet loan commitments and other obligations on a timely basis.  Historically,
the Bank has been loan driven, which means that as loans have increased, the
Bank has taken action to increase the level of core deposits and, depending
on market conditions, access cost effective alternative sources of short-term
funding.

            Increasing core deposits generally involves the use of
promotions, paying premium rates coupled with advertising to attract new
customers to the Bank.  Where possible, the Bank has timed a deposit
promotion to coincide with the opening of a new branch in order to achieve
maximum growth in deposits.  It has been the Bank's experience that the
majority of deposits raised through these promotions have remained at the
Bank after the promotion is over and so have provided a steadily growing base
of core deposits at the Bank.  In addition to the above-described sources,
the steady flow of maturing securities provides a source of liquidity.

            Certificates of deposit accounted for approximately 58% of the
Bank's total deposits as of December 31, 1996.  Many of such certificates of
deposit were purchased by customers in response

                                    - 29 -
<PAGE> 31

to promotions offering above-market interest rates.  Payment of premium
interest rates by the Bank adversely affects the Bank's interest rate spread.
Moreover, the Bank's concentration of deposits in certificates of deposit
could have a negative impact on the stability of its deposits as purchasers of
certificates of deposit may not redeposit the proceeds of their certificates
of deposit after the certificates of deposit mature, particularly if the Bank
then is not offering promotional rates.  There can be no assurance the
concentration of the Bank's deposits in certificates of deposit will not have
a material adverse effect on the Bank's future results of operation or
liquidity.

            Management anticipates continued loan demand in the Bank's market
area as bank consolidation continues and fewer middle market lenders serve
the area.  In order to maintain the flexibility to fund this growth, the Bank
has entered into an agreement with the FHLB providing the Bank a credit
facility secured by the Bank's assets with current availability of $71.8
million of which $34.8 million was outstanding as of December 31, 1996. This
resource should provide the Bank the opportunity to expand further the loan
portfolio with the flexibility to increase deposits when conditions best
match the Bank's needs and resources.

            The following table summarizes short-term borrowings for the
periods indicated:

<TABLE>
                                             Average Short-Term Borrowings

<CAPTION>
                                                               Year Ended December 31,
                                        ---------------------------------------------------------------------
                                                 1996                    1995                    1994
                                        --------------------     -------------------     --------------------
                                        Average      Average     Average     Average     Average      Average
                                        Balance       Rate       Balance       Rate      Balance        Rate
                                        --------------------     -------------------     --------------------
                                                               (Dollars in thousands)
<S>                                     <C>            <C>       <C>            <C>      <C>             <C>
Federal funds purchased                 $  2,737       5.33%     $    679       6.27%    $  1,110        4.13%
Securities sold under agreement
 to repurchase and other
 short-term borrowings                    24,744       5.65%       11,496       5.75%       6,424        4.33%
                                        --------                 --------                --------

Total                                   $ 27,481       5.61%     $ 12,175       5.77%    $  7,534        5.93%
                                        ========                 ========                ========
Total maximum short-term borrowings
 outstanding at any month-end
 during the year                        $ 51,060                 $ 14,108                $ 17,406
</TABLE>

            The Bank experienced a period of strong loan demand during the
third quarter of 1996, which affected its short-term liquidity.  A large
portion of the loan demand was in the form of one- to four-family real estate
loans, some of which were swapped for mortgage-backed securities during the
fourth quarter of 1996.  The Bank's Asset/Liability Committee monitors its
liquidity position daily and seeks consistently to guard against an
inadequate liquidity position.

            From December 31, 1995 to December 31, 1996, short-term
borrowings increased substantially.  The rates paid for these borrowings are
significantly less than those required to increase the deposit base.  This
strategy benefited earnings, as well as improved efficiency by bringing in a
large block of funding at one time.  The Bank expects that borrowings
maturing in 1997 will be replaced by similar borrowings if the rate advantage
is still in existence.  As of December 31, 1996, the Bank had approximately
$58.3 million in availability from several borrowing sources, including
commercial banks and the FHLB, and is now eligible for additionally
discounted funds from the FHLB due to its "Outstanding" Community
Reinvestment Act rating.

                                    - 30 -
<PAGE> 32

Capital Resources

            From December 31, 1995 to December 31, 1996, the Company's
shareholders' equity increased from $13.9 million to $16.4 million, primarily
due to net income of $1.8 million less dividends paid of $187,000 and the
conversion of 504,000 in subordinated debentures into 57,728 shares of Common
Stock in the fourth quarter of 1996.  Over the years, issuance of Common
Stock and net income has provided the majority of the Company's capital
accumulation.

            The analysis of capital is dependent upon a number of factors
including asset quality, earnings strength, liquidity, economic conditions
and combinations thereof.  The Federal Reserve Board has issued standards for
measuring capital adequacy for bank holding companies.  These standards are
designed to provide risk-responsive capital guidelines and to incorporate a
consistent framework for use by financial institutions.  At this time, the
two primary criteria used in such analysis are the risk-based capital
guidelines and the minimum capital to total assets or leverage ratio
requirement.  In general the standards require banks and bank holding
companies to maintain capital based on "risk-adjusted" assets so that
categories of assets with potentially higher credit risk will require more
capital backing than categories with lower credit risk.  In addition, banks
and bank holding companies are required to maintain capital to support
off-balance sheet activities such as loan commitments.

            The standards also classify total capital for this risk-based
measure into two tiers referred to as Tier 1 and Tier 2.  For the Company,
Tier 1 capital includes total shareholders' equity less goodwill.  Tier 2
capital is comprised of the reserve for loan and lease losses (within certain
limits), perpetual preferred stock not included in Tier 1, hybrid capital
instruments, term subordinated debt and intermediate-term preferred stock.
Bank holding companies are required to meet a minimum ratio of 8% of
qualifying total capital to risk-adjusted assets and a minimum ratio of 4% of
qualifying Tier 1 capital to risk-adjusted assets.  Capital that qualifies as
Tier 2 capital is limited in amount to 100% of Tier 1 capital.

            As of December 31, 1996, the Company's and Bank's capital ratios
were as follows:

<TABLE>
<CAPTION>
                                                            Company           Bank
                                                         ------------      ----------
<S>                                                          <C>            <C>
Risk-based capital ratio                                     8.55%          10.06%
Tier 1 capital ratio                                         6.10%           8.87%
Leverage ratio                                               4.38%           6.37%
</TABLE>

            Management believes that a strong capital position provided by a
mix of equity and qualifying long-term debt is essential to achieving the
Company's long-term objectives.  It provides safety and security for
depositors, and it enhances the potential for increases in Company value for
shareholders by providing opportunities for growth with the selective use of
leverage.

            The Company's capital requirements have been financed through
private offerings of debt and equity securities, retention of earnings after
payment of dividends and borrowings from a commercial bank.  The principal
amount of the Company's bank stock loan was $4.4 million and matures in
December 1999.  The loan agreement contains certain restrictions on the
Company's ability to pay cash dividends.  Although there can be no assurance
regarding the payment of future dividends, the Company believes the loan
agreement will not inhibit its ability to pay regular dividends at the
current rate.  Additionally, the Company has $3.3 million of outstanding
subordinated debentures due in 2002.

            In February 1997, the Company completed a rights offering in
which it raised net proceeds of approximately $5.2 million and issued 567,750
shares of Common Stock to existing shareholders at a price of $9.375 per
share.  The Company believes that the proceeds of the rights

                                    - 31 -
<PAGE> 33

offering, together with the above-described resources, will be sufficient to
finance its capital requirements for planned operations and growth through at
least the end of 1997.

            The capitalization of the Company as of December 31, 1996 was as
follows:

<TABLE>
<CAPTION>
                                                             December 31, 1996
                                                             -----------------
                                                               (In thousands)
<S>
Long-term debt:                                                  <C>

  Note payable to financial institution, interest
   payable at prime (8.25% on December 31, 1996),
   due December 31, 1999. The note is secured by
   Bank stock                                                    $   4,400
  Notes payable to FHLB, various interest rates from
   5.62% to 7.87% principal balance due from
   January 12, 1998 to September 12, 2000.
   Secured by FHLB stock and certain loans                           7,000
  Subordinated debentures with certain shareholders,
   interest payable at prime plus 3% (with a minimum
   floor of 10%), maturing on May 31, 2002                           3,263
                                                                 ---------
            Total long-term debt                                 $  14,663
                                                                 ---------

Shareholders' equity:

  Common Stock, $.01 par value; 7,800,000 shares
   authorized; issued and outstanding 2,270,530<F1>              $      23
  Capital surplus                                                   15,983
  Retained earnings                                                    357
  Net unrealized depreciation on securities held
   available-for-sale                                                   23
                                                                 ---------
            Total shareholders' equity                              16,386<F1>
                                                                 ---------
            Total capitalization                                 $  31,049
                                                                 =========
<FN>
------------
<F1> Subsequent to December 31, 1996, the Company completed a rights offering
     pursuant to which it received net proceeds of $5.2 million and issued
     567,750 shares of Common Stock.
</TABLE>

                                    - 32 -
<PAGE> 34

ACCOUNTING CHANGES

            In May 1995, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 122,
Accounting for Mortgage Servicing Rights, an amendment to SFAS No. 65,
Accounting for Certain Mortgage Banking Activities.  SFAS No. 122 requires
entities to allocate the cost of acquiring or originating mortgage loans
between the mortgage servicing rights and the loans, based on their relative
fair values, if the entities sell or securitize the loans and retain the
mortgage servicing rights.  In addition, SFAS No. 122 requires entities to
assess their capitalized mortgage servicing rights for impairment based on
the fair value of those rights.  SFAS No. 122 is effective for fiscal years
beginning after December 15, 1995.  The application of this pronouncement did
not have a material effect on the financial statements of the Company.

            In October 1995, the FASB issued SFAS No. 123, Accounting for
Stock-Based Compensation.  SFAS allows companies to continue to account for
their stock option plans in accordance with Accounting Principals Board
Opinion No. 25, Accounting for Stock Issued to Employees ("APB 25"), but
encourages the adoption of a new accounting method based on the estimated
fair value of employee stock options.  Companies electing not to follow the
new fair value based method are required to provide expanded footnote
disclosures, including pro forma net income and earnings per share,
determined as if they had applied the new method.  SFAS No. 123 is required
to be adopted prospectively beginning January 1, 1996.  The Company continues
to account for stock option grants in accordance with APB 25 and,
accordingly, recognizes no compensation expense for its stock option grants.

            In June 1996, the FASB issued SFAS No. 125, Accounting for
Transfers and Servicing of Financial Assets and Extinguishment of
Liabilities.  SFAS No. 125 establishes, among other things, new criteria for
determining whether a transfer of financial assets in exchange for cash or
other consideration should be accounted for as a sale or as a pledge of
collateral in a secured borrowing.  It also establishes new accounting
requirements for pledged collateral.  As issued, SFAS No. 125 is effective
for all transfers and servicing of financial assets and extinguishment of
liabilities occurring after December 31, 1996 except for certain provisions,
which were deferred for one year.  Management does not expect the application
of this pronouncement to have a material effect on the financial statements
of the Company.

                                    - 33 -
<PAGE> 35

ITEM 7.  FINANCIAL STATEMENTS

                 [Letterhead of BDO Seidman, LLP]



       REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



The Board of Directors
Allegiant Bancorp, Inc.
St. Louis, Missouri

     We have audited the accompanying consolidated balance sheets of Allegiant
Bancorp, Inc. (a Missouri corporation) and subsidiaries as of December 31,
1996 and 1995, and the related consolidated statements of income,
shareholders' equity and cash flows for the years then ended.  These
financial statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

     We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Allegiant Bancorp, Inc. and
subsidiaries as of December 31, 1996 and 1995, and the results of their
operations and their cash flows for the years then ended, in conformity with
generally accepted accounting principles.

                                              /s/ BDO Seidman, LLP

St. Louis, Missouri
January 24, 1997,
except for Note 15
which is as of
February 24, 1997


<PAGE> 36

<TABLE>
                                                   ALLEGIANT BANCORP, INC.
                                                CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                                                           December 31,
                                                                                 -------------------------------
                                                                                    1996                  1995
                                                                                 ---------             ---------
                                                                                          (In thousands)
<S>                                                                              <C>                   <C>
ASSETS:
------
Cash and due from banks                                                          $   7,554             $   5,483
Federal funds sold and other overnight investments                                  10,775                14,200
Investment securities (Notes 1, 6 and 7)
  Available-for-sale (at estimated market value)                                    22,073                28,000
  Held-to-maturity (approximate market value of
  $38,540,000 in 1996 and $45,042,000 in 1995)                                      38,487                45,211
Loans, net of allowance for possible loan losses of
  $3,100,000 in 1996 and $2,130,000 in 1995 (Notes 2, 6, 7 and 9)                  288,826               179,414
Premises and equipment (Note 3)                                                      5,514                 4,603
Accrued interest and other assets (Notes 4 and 5)                                    3,844                 2,906
Cost in excess of fair value of net assets acquired                                    491                   569
                                                                                 ---------             ---------
Total assets                                                                     $ 377,564             $ 280,386
                                                                                 =========             =========

LIABILITIES AND SHAREHOLDERS' EQUITY:
------------------------------------
Deposits:
  Non-interest bearing                                                           $  29,406             $  21,966
  Interest bearing                                                                 228,439               176,203
  Certificates of deposit of $100,000 or more                                       50,825                33,140
                                                                                 ---------             ---------
Total deposits                                                                     308,670               231,309
                                                                                 ---------             ---------
Short-term borrowings (Notes 1, 6 and 9)                                            36,137                14,108
Long-term debt (Notes 1, 7 and 9)                                                   14,663                19,719
Accrued expenses and other liabilities                                               1,708                 1,312
                                                                                 ---------             ---------
Total liabilities                                                                  361,178               266,448

Commitments and contingencies (Notes 10, 11, 12, 13 and 14)

Shareholders' equity (Notes 7, 8, 11, 15 and 16):
  Common Stock, $.01 par value - shares
  authorized, 7,800,000; issued and outstanding
  2,271,000 in 1996 and 2,187,937 in 1995                                               23                    18
Capital surplus                                                                     15,983                11,369
Retained earnings                                                                      357                 2,642
Net unrealized appreciation (depreciation) on securities available
  for sale                                                                              23                   (91)
                                                                                 ---------             ---------
Total shareholders' equity                                                          16,386                13,938
                                                                                 ---------             ---------
Total liabilities and shareholders' equity                                       $ 377,564             $ 280,386
                                                                                 =========             =========


        See accompanying summary of accounting policies and notes to consolidated financial statements.
</TABLE>

                                    F-2
<PAGE> 37

<TABLE>
                                            ALLEGIANT BANCORP, INC.
                                       CONSOLIDATED STATEMENTS OF INCOME
<CAPTION>
                                                                                      Years Ended December 31,
                                                                                 -----------------------------------
                                                                                    1996                    1995
                                                                                 -----------             -----------
                                                                                (In thousands, except per share data)
<S>                                                                              <C>                     <C>
INTEREST INCOME:
Interest and fees on loans                                                       $    21,740             $    15,995
Investment securities                                                                  3,477                   2,965
Federal funds sold and overnight investments                                             151                     292
                                                                                 -----------             -----------
Total interest income                                                                 25,368                  19,252
                                                                                 -----------             -----------

INTEREST EXPENSE:
 Interest on deposits                                                                 12,060                   9,047
 Interest on short-term borrowings                                                     1,542                     703
 Interest on long-term debt                                                            1,397                   1,456
                                                                                 -----------             -----------
Total interest expense                                                                14,999                  11,206
                                                                                 -----------             -----------
Net interest income                                                                   10,369                   8,046

Provision for possible loan losses (Note 2)                                            1,448                     977
                                                                                 -----------             -----------
Net interest income after provision for possible loan losses                           8,921                   7,069
                                                                                 -----------             -----------

OTHER INCOME:
 Service charges on deposits and other fees                                            1,032                     658
 Net gain (loss) on sale of securities (Note 1)                                           49                      (4)
                                                                                 -----------             -----------
Total other income                                                                     1,081                     654
                                                                                 -----------             -----------

OTHER EXPENSES:
 Salaries and employee benefits (Note 10)                                              3,455                   2,809
 Occupancy and other operating expenses                                                3,564                   2,816
                                                                                 -----------             -----------
Total other expenses                                                                   7,019                   5,625
                                                                                 -----------             -----------

Income before income taxes                                                             2,983                   2,098

Provision for income taxes (Note 5)                                                    1,175                     823
                                                                                 -----------             -----------

Net income                                                                       $     1,808             $     1,275
                                                                                 ===========             ===========

PER SHARE DATA:
Primary:
  Average adjusted Common Shares outstanding                                       2,386,042               2,056,431
  Net income                                                                     $       .76             $       .62

Fully diluted:
  Average adjusted Common Shares outstanding                                       2,416,445               2,152,869
 Net income                                                                      $       .75             $       .61


      See accompanying summary of accounting policies and notes to consolidated financial statements.
</TABLE>

                                    F-3
<PAGE> 38

<TABLE>
                                              ALLEGIANT BANCORP, INC.
                                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<CAPTION>
                                                                                                           Net
                                                                                                        Unrealized
                                                                                                        Appreciation
                                                                                                       (Depreciation)
                                                                                                        on Available-     Total
                                                          Common        Capital           Retained        for-Sale     Shareholders'
                                                          Stock         Surplus           Earnings       Securities       Equity
                                                          -----         -------           --------     --------------  ------------
                                                                                           (In thousands)
<S>                                                       <C>          <C>              <C>              <C>             <C>
Balance, January 1, 1995                                  $   8        $   7,064        $   1,480        $   (99)        $   8,453
  Net income                                                 --               --            1,275             --             1,275
  Cash dividends declared                                    --               --             (113)            --              (113)
  Issuance of Common Stock coinciding with:
    Two-for-three stock split (Note 8)                        5               --               (5)            --                --
    Private placement                                         5            4,256               --             --             4,261
    Exercise of Common Stock Warrants                        --                8               --             --                 8
    Various stock issuance plans                             --               46               --             --                46
  Change in net unrealized gains (losses)
    on securities available-for-sale (Note 1)                --               --               --              8                 8
                                                          -----        ---------        ---------        -------         ---------

Balance, December 31, 1995                                   18           11,374            2,637            (91)           13,938
                                                          -----        ---------        ---------        -------         ---------

Net income                                                   --               --            1,808             --             1,808
  Cash dividends declared                                    --               --             (187)            --              (187)
  Issuance of Common Stock coinciding with:
    Stock dividends (Note 8)                                  4            3,897           (3,901)            --                --
    Conversion of Subordinate Debentures (Note 7)             1              503               --             --               504
    Exercise of Common Stock Warrants                        --               25               --             --                25
    Various stock issuance plans                             --              184               --             --               184
  Change in net unrealized gains (losses)
    on securities available-for-sale (Note 1)                --               --               --            114               114
                                                          -----        ---------        ---------        -------         ---------

Balance, December 31, 1996                                $  23        $  15,983        $     357        $    23         $  16,386
                                                          =====        =========        =========        =======         =========


      See accompanying summary of accounting policies and notes to consolidated financial statements.
</TABLE>

                                    F-4
<PAGE> 39

<TABLE>
                                        ALLEGIANT BANCORP, INC.
                                CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                                                     Years Ended December 31,
                                                                                 -------------------------------
                                                                                   1996                  1995
                                                                                 ---------             ---------
                                                                                          (In thousands)
<S>                                                                              <C>                   <C>
OPERATING ACTIVITIES:
  Net income                                                                     $   1,808             $   1,275
  Adjustments to reconcile net income to
    net cash provided by operating activities:
     Depreciation and amortization                                                     536                   520
     Provision for loan losses                                                       1,448                   977
     Net realized (gains) losses on securities available-for-sale                      (49)                    4
     Gain on sale of fixed assets                                                       --                    (6)
     Deferred tax provision                                                           (282)                 (176)
     Changes in assets and liabilities:
       Accrued interest receivable and
         other assets                                                                 (938)                 (727)
       Accrued expenses and other liabilities                                          768                   (24)
                                                                                 ---------             ---------
       Cash provided by operating activities                                         3,291                 1,891
                                                                                 ---------             ---------

INVESTING ACTIVITIES:

  Proceeds from maturities of securities held-to-maturity                           41,343                57,705
  Purchase of investment securities held-to-maturity                               (25,279)              (57,367)
  Proceeds from maturities of securities available-for-sale                         36,797                    75
  Proceeds from sales of securities available-for-sale                               3,882                   996
  Purchase of investments securities available-for-sale                            (34,457)              (21,420)
  Loans made to customers, net of repayments                                      (120,070)              (72,753)
  Additions to premises and equipment                                               (1,574)               (2,382)
  Proceeds from sale of fixed assets                                                    --                     8
                                                                                 ---------             ---------
       Cash used in investing activities                                           (99,358)              (95,138)
                                                                                 ---------             ---------

FINANCING ACTIVITIES:
  Net increase in deposits                                                          77,362                96,425
  Net increase (decrease) in short-term borrowings                                  22,029                (3,298)
  Proceeds from issuance of long-term debt                                              --                19,315
  Repayment of long-term debt                                                       (4,552)               (9,400)
  Proceeds from issuance of Common Stock                                                61                 4,223
  Payment of dividends                                                                (187)                 (113)
                                                                                 ---------             ---------
       Cash provided by financing activities                                        94,713               107,152
                                                                                 ---------             ---------
Net (decrease) increase in cash and cash equivalents                                (1,354)               13,905
Cash and cash equivalents, beginning of year                                        19,683                 5,778
                                                                                 ---------             ---------
Cash and cash equivalents, end of year                                           $  18,329             $  19,683
                                                                                 =========             =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the year for:
    Interest on deposits and borrowings                                          $  14,750             $  10,346
    Income taxes                                                                     1,393                 1,392
                                                                                 =========             =========

  Noncash transactions:
    Transfers to other real estate owned in settlement of loans                  $      --             $      10
    Transfer from securities held-to-maturity to securities
      available-for-sale, net of tax effect                                             --                 7,707
    Loans securitized                                                                9,209                12,300
    Conversion of Subordinate Debt to Common Stock                                     504                    --
    Conversion of Directors' fees to Common Stock                                      148                    46
                                                                                 =========             =========

    See accompanying summary of accounting policies and notes to consolidated financial statements.
</TABLE>

                                    F-5
<PAGE> 40

                           ALLEGIANT BANCORP, INC.
                      SUMMARY OF ACCOUNTING POLICIES


      Basis of Accounting.  The accompanying consolidated financial
statements include the accounts of Allegiant Bancorp, Inc. (the "Company")
and its subsidiaries, Allegiant Bank (the "Bank"), Allegiant Mortgage Company
and Edge Mortgage Services, Inc.  The financial statements have been prepared
in conformity with generally accepted accounting principles and reporting
practices applicable to the banking industry.  All significant intercompany
transactions and balances have been eliminated.

      Business.  The Bank provides a full range of banking services to
individual and corporate customers in the St. Louis, Missouri metropolitan
area as well as Northeast Missouri.  The Bank is subject to intense
competition from other financial institutions.  The Bank is also subject to
the regulations of certain federal and state agencies and undergoes periodic
examination by those regulatory authorities.

      Investment Securities.  At the time of purchase, the Company
categorizes each security within its portfolio into one of the following
three permitted classifications:

      Held-to-maturity securities are securities which the Company has the
ability and positive intent to hold to maturity.  Such securities are carried
at cost, adjusted for amortization of premiums and accretion of discounts.
The adjusted cost of specific securities is used to compute gains and losses
on sales and redemptions.

      Trading securities, including options used in trading activities, are
purchased with the intent for resale within a short period of time in
anticipation of short-term market movements, and are stated at estimated
market value.  Gains and losses, both realized and unrealized, on trading
securities are included in other non-interest income.

      Available-for-sale securities include all debt securities not
classified as held-to-maturity or trading and marketable equity securities
not classified as trading.  Available-for-sale securities are stated at
estimated market value.  Unrealized holding gains and losses are reported net
of taxes as a separate component of shareholders' equity until realized.
Realized gains and losses are computed based on cost adjusted for
amortization of premiums and accretion of discounts and included in other
non-interest income.

      Dividends and interest income on all securities are included in
interest income.

      Loans.  Loans that management has the intent and ability to hold for
the foreseeable future or until maturity or pay-off are reported at their
outstanding principal adjusted for any charge-offs, the allowance for loan
losses, and any deferred fees or costs on originated loans and unamortized
premiums or discounts on purchased loans.

      Discounts and premiums on purchased residential real estate loans are
amortized to income using the interest method over the remaining period to
contractual maturity, adjusted for anticipated prepayments.  Discounts and
premiums on purchased consumer loans are recognized over the expected lives
of the loans using methods that approximate the interest method.

      Loan origination fees and certain direct origination costs are
capitalized and recognized as an adjustment of the yield of the related loan.

                                    F-6
<PAGE> 41

                           ALLEGIANT BANCORP, INC.
                      SUMMARY OF ACCOUNTING POLICIES

      The accrual of interest on impaired loans is discontinued when, in
management's opinion, the borrower may be unable to meet payments as they
become due.  When interest accrual is discontinued, all unpaid accrued
interest is reversed.  Interest income is subsequently recognized only to the
extent cash payments are received.

      The allowance for loan losses is increased by charges to income and
decreased by charge-offs (net of recoveries).  Management's periodic
evaluation of the adequacy of the allowance is based on the Bank's past loan
loss experience, known and inherent risks in the portfolio, adverse
situations that may affect the borrower's ability to repay, the estimated
value of any underlying collateral, and current economic conditions.

      Bank Premises and Equipment.  Premises and equipment are stated at cost
less accumulated depreciation.  The provision for depreciation is computed
using the straight-line method over the estimated useful lives of the
individual assets for book purposes and accelerated methods for tax purposes.
Ordinary maintenance and repairs are charged to operations as incurred.

      Mortgage Servicing Rights and Amortization.  In May 1995, the Financial
Accounting Standards Board ("FASB") issued Statement of Financial Accounting
Standards ("SFAS") No. 122, Accounting for Mortgage Servicing Rights, which
the Company adopted effective January 1, 1996.  SFAS No. 122 amended SFAS
No. 65, Accounting for Certain Mortgage Banking Activities.  The overall
impact on the Company's financial statements of adopting SFAS No. 122 in 1996
was not significant.

      SFAS No. 122 requires the recognition of originated mortgage servicing
rights ("OMSRs"), as well as purchased mortgage servicing rights ("PMSRs"),
as assets by allocating total costs incurred between the loan and the
servicing rights based on their relative fair values.  Under SFAS No. 65, the
cost of OMSRs was not recognized as an asset and was charged to earnings when
the related loan was sold.

      Amortization of mortgage servicing rights is based on the ratio of net
servicing income received in the current period to total net servicing income
projected to be realized from the mortgage servicing rights.  Projected net
servicing income is in turn determined on the basis of the estimated future
balance of the underlying mortgage loan portfolio, which declines over time
from prepayments and scheduled loan amortization.  The Company estimates
future prepayment rates based on current interest rate levels, other economic
conditions and market forecasts, as well as relevant characteristics of the
servicing portfolio, such as loan types, interest rate stratification and
recent prepayment experience.

      SFAS No. 122 also requires that all capitalized mortgage servicing
rights ("MSRs") be evaluated for impairment based on the excess of the
carrying amount of the MSRs over their fair value.  For purposes of measuring
impairment, MSRs are stratified on the basis of interest rate and type of
interest rate (fixed or adjustable).

      Real Estate Owned.  Real estate acquired in settlement of loans is
initially recorded at the lower of fair market value of the assets received
(less estimated selling costs) or the recorded investment in the loan at date
of foreclosure.  Any adjustment to fair market value is charged against the
allowance for real estate.  Subsequent write-downs are charged against
operating expense including charges relating

                                    F-7
<PAGE> 42

                           ALLEGIANT BANCORP, INC.
                      SUMMARY OF ACCOUNTING POLICIES

to operating, holding or disposing of the property.  Real estate owned was
approximately $-0- and $10,000 at December 31, 1996 and 1995, respectively.

      Cost in Excess of Fair Value of Net Assets Acquired.  Goodwill, which
represents the excess of the cost of purchased assets over the fair value of
their net assets at date of acquisition, is being amortized on the
straight-line method over 15 years.

      Income Taxes.  Income taxes are accounted for under the asset and
liability method in which deferred income taxes are recognized as a result of
temporary differences between the financial reporting basis and the tax basis
of the assets and liabilities of the Company.

      Earnings Per Share. Primary per share information is determined using
the weighted average number of common and dilutive common equivalent shares
outstanding.  Fully diluted per share information assumes full conversion of
all dilutive convertible securities into Common Stock at the later of the
beginning of the year or the date of issuance of the dilutive convertible
securities.

      Consolidated Statements of Cash Flows.  For purposes of reporting cash
flows, the Company considers cash and due from banks, federal funds sold and
other overnight investments to be cash equivalents.

      Stock-Based Compensation.  The Company grants stock options for a fixed
number of shares to employees with an exercise price greater than or equal to
the fair value of the shares at the date of grant.  The Company continues to
account for stock option grants in accordance with Accounting Principles
Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB 25").
That Opinion requires that compensation cost related to fixed stock options
plans be recognized only to the extent that the fair value of the shares at
the grant date exceeds the exercise price.  Accordingly, the Company
recognizes no compensation expense for its stock option grants.

      In October 1995, the FASB issued its SFAS No. 123, Accounting for
Stock-Based Compensation.  SFAS No. 123 allows companies to continue to
account for their stock option plans in accordance with APB 25 but encourages
the adoption of a new accounting method based on the estimated fair value of
employee stock options.  Pro forma net income and earnings per share,
determined as if the Company had applied the new method, are disclosed within
Note 11.

      Reclassifications.  Certain reclassifications have been made to the
1995 financial statements to conform to the 1996 presentation.  These
reclassifications had no effect on net income.

      Accounting Estimates.  The preparation of financial statements in
conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period.  Actual results could differ from
estimates.

                                    F-8
<PAGE> 43

                           ALLEGIANT BANCORP, INC.
                      SUMMARY OF ACCOUNTING POLICIES

      Accounting Changes.  In June 1996, the FASB issued SFAS No. 125,
Accounting for Transfers and Servicing of Financial Assets and Extinguishment
of Liabilities.  SFAS No. 125 establishes, among other things, new criteria
for determining whether a transfer of financial assets in exchange for cash
or other consideration should be accounted for as a sale or as a pledge of
collateral in a secured borrowing.  It also establishes new accounting
requirements for pledged collateral.  As issued, SFAS No. 125 is effective
for all transfers and servicing of financial assets and extinguishment of
liabilities occurring after December 31, 1996 except for certain provisions,
which were deferred for one year.  Management does not expect the application
of this pronouncement to have a material effect on the financial statements
of the Company.

                                    F-9
<PAGE> 44
                           ALLEGIANT BANCORP, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


            NOTE 1.  INVESTMENT SECURITIES:

            Debt and equity securities have been classified in the
consolidated balance sheets according to management's intent.  The carrying
amount of securities and their approximate fair values at December 31 were as
follows (in thousands):

<TABLE>
<CAPTION>
                                                             Securities Available-for-Sale
                                                                        December 31,
                               --------------------------------------------------------------------------------------------------
                                                   1996                                                1995
                               --------------------------------------------         ---------------------------------------------
                                            Gross        Gross                                    Gross        Gross
                               Amortized  Unrealized   Unrealized     Fair          Amortized   Unrealized   Unrealized      Fair
                                 Cost       Gains        Losses       Value           Cost        Gains        Losses       Value
                               ---------  ----------   ----------     -----         ---------   ----------   ----------     -----

<S>                           <C>           <C>         <C>         <C>             <C>           <C>         <C>         <C>
Federal Home Loan Bank
 stock                        $  4,462      $   --      $   --      $  4,462        $  2,645      $   --      $   --      $  2,645
U.S. government and
 agency securities              15,432          28         (64)       15,396          23,456          --        (188)       23,268
Mortgage-backed securities       1,939          71          --         2,010           1,977          52          --         2,029
Other equity securities            205          --          --           205              58          --          --            58
                              --------      ------      ------      --------        --------      ------      ------      --------
Total                         $ 22,038      $   99      ($  64)     $ 22,073        $ 28,136      $   52      ($ 188)     $ 28,000
                              ========      ======      ======      ========        ========      ======      ======      ========


<CAPTION>
                                                             Securities to be Held-to-Maturity
                                                                        December 31,
                               --------------------------------------------------------------------------------------------------
                                                   1996                                                1995
                               --------------------------------------------         ---------------------------------------------
                                            Gross        Gross                                    Gross        Gross
                               Amortized  Unrealized   Unrealized     Fair          Amortized   Unrealized   Unrealized      Fair
                                 Cost       Gains        Losses       Value           Cost        Gains        Losses       Value
                               ---------  ----------   ----------     -----         ---------   ----------   ----------     -----

<S>                           <C>           <C>         <C>         <C>             <C>           <C>         <C>         <C>
U.S. government and
 agency securities            $ 21,096      $   35      ($ 229)     $ 20,902        $ 33,527      $   47      ($ 496)     $ 33,078
State and municipal
 securities                      1,199          20          --         1,219             930          15          --           945
Mortgage-backed securities      16,192         227          --        16,419          10,754         265          --        11,019
                              --------      ------      ------      --------        --------      ------      ------      --------
Total                         $ 38,487      $  282      ($ 229)     $ 38,540        $ 45,211      $  327      ($ 496)     $ 45,042
                              ========      ======      ======      ========        ========      ======      ======      ========
</TABLE>

            Gross realized gains and gross realized losses on sale of
securities available-for-sale were $56,000 and $7,000, respectively, in 1996
and $-0- and $4,000, respectively, in 1995.

            In 1996, the Bank securitized seven separate pools of
adjustable-rate mortgages aggregating $9,209,000 into an equivalent number of
Federal National Mortgage Association ("FNMA") mortgage-backed securities.
These securities were recorded within the held-to-maturity category at the
same amount.  The Bank retained the servicing of these loans.  There was no
gain or loss on the sale of these loans.

            In 1995, the Bank securitized one pool of adjustable-rate
mortgages aggregating $12,300,000 into two FNMA mortgage-backed securities.
Of this aggregating amount, $10,300,000 was categorized as held-to-maturity
and $2,000,000 was categorized as available-for-sale.  The Bank retained the
servicing of these loans.  There was no gain or loss on the sale of these
loans.

            At December 31, 1996 and 1995, the Bank did not have any loans
for sale.

                                    F-10
<PAGE> 45

                                ALLEGIANT BANCORP, INC.
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            In accordance with the transition provisions of A Guide to
Implementation of Statement 115 on Accounting for Certain Investments in Debt
and Equity Securities, issued by the Financial Accounting Standards Board in
November 1995, the Bank transferred securities with an amortized cost of
approximately $7,707,000 from the held-to-maturity to the available-for-sale
category on December 28, 1995.  The net unrealized loss on the securities
transferred amounted to approximately $157,000.  There were no securities
transferred between categories for the year ended December 31, 1996.

            The scheduled maturities of securities held-to-maturity and
securities (other than equity securities) available-for-sale at December 31,
1996, were as follows (in thousands):

<TABLE>
<CAPTION>

                                                          December 31, 1996
                                        ----------------------------------------------------
                                         Securities to be Held-           Securities
                                              to-Maturity             Available-for-Sale
                                        -----------------------     ------------------------
                                        Amortized        Fair       Amortized         Fair
                                          Cost          Value          Cost          Value
                                        ---------     ---------     ---------      ---------
<S>                                     <C>           <C>           <C>            <C>
Due in one year or less                 $   4,230     $   4,219     $   6,704      $   6,668
Due from one year to five years            17,638        17,463         8,228          8,232
Due from five years to ten years              400           412           500            496
Due after ten years                            27            27            --             --
                                        ---------     ---------     ---------      ---------
 Subtotal                                  22,295        22,121        15,432         15,396
Mortgage-backed securities                 16,192        16,419         1,939          2,010
                                        ---------     ---------     ---------      ---------
Total                                   $  38,487     $  38,540     $  17,371      $  17,406
                                        =========     =========     =========      =========
</TABLE>

            Expected maturities may differ from contractual maturities
because issuers may have the right to call or prepay obligations with or
without call or prepayment penalties.

            Investment securities with a carrying value of approximately
$52,121,000 at December 31, 1996 and $24,518,000 at December 31, 1995 were
pledged to secure public deposits, securities sold under the agreements to
repurchase (Note 6) and for other purposes as required by law.

            As a member of the Federal Home Loan Bank system administered by
the Federal Housing Finance Board, the Bank is required to maintain an
investment in the capital stock of the Federal Home Loan Bank of Des Moines
(FHLB).  The amount of capital stock must be equal to at least five percent of
the Bank's total outstanding advances from the FHLB, divided by its
mortgage-to-asset ratio, as defined.  The stock is recorded at cost which
represents redemption value.

                                    F-11
<PAGE> 46

                                ALLEGIANT BANCORP, INC.
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            NOTE 2.  LOANS:

            The components of loans in the consolidated balance sheets were
as follows (in thousands):

<TABLE>
<CAPTION>
                                                       Year Ended December 31,
                                                     --------------------------
                                                        1996            1995
                                                     ----------      ----------
<S>                                                  <C>             <C>
Commercial                                           $   75,129      $   40,518
Real estate                                             196,107         124,055
Real estate construction                                  8,763           8,777
Installment and other                                    12,084           8,379
                                                     ----------      ----------
Total loans                                             292,083         181,729
Net deferred loan fees, premiums and discounts             (157)           (185)
Allowance for possible loan losses                       (3,100)         (2,130)
                                                     ----------      ----------
Net loans                                            $  288,826      $  179,414
                                                     ==========      ==========
</TABLE>

            An analysis of the change in the allowance for possible loan
losses follows (in thousands):

<TABLE>
<CAPTION>
                                                       Year Ended December 31,
                                                     --------------------------
                                                        1996            1995
                                                     ----------      ----------
<S>                                                  <C>             <C>
Balance, beginning of period                         $    2,130      $    1,455
Loans charged off                                          (545)           (323)
Recoveries                                                   67              21
                                                     ----------      ----------
Net loans charged off                                      (478)           (302)
Provision for possible loan losses                        1,448             977
                                                     ----------      ----------
Balance, end of year                                 $    3,100      $    2,130
                                                     ==========      ==========
</TABLE>


            A summary of impaired loans, which include non-accrual loans, at
December 31, 1996, follows:

<TABLE>
<CAPTION>
                                                                       Allowance for        Impaired Loans
                           Impaired Loans                                Losses on         With No Related
        Non-accrual        Continuing to         Total Impaired          Impaired           Allowance for
          Loans           Accrue Interest            Loans                 Loans             Loan Losses
        -----------       ---------------        --------------        -------------       ---------------
<S>                       <C>                    <C>                   <C>                 <C>
        $   147,000       $            --        $      147,000        $      41,000       $            --
        ===========       ===============        ==============        =============       ===============
</TABLE>

            The average balance of impaired loans during 1996 was $196,000.
Loans listed as impaired have been considered by Bank management in the loan
loss reserve calculation.

                                    F-12
<PAGE> 47

                                ALLEGIANT BANCORP, INC.
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            A summary of interest income on non-accrual and other impaired
loans for the year ended December 31, 1996, follows:

<TABLE>
<CAPTION>
                                                        Impaired Loans
                                      Non-accrual        Continuing to
                                         Loans          Accrue Interest            Total
                                      -----------      ----------------            -----
<S>                                    <C>                 <C>                   <C>
Income recognized                      $      --           $     --              $      --
                                       =========           ========              =========

Interest income had interest accrued   $  18,000           $     --              $  18,000
                                       =========           ========              =========
</TABLE>


            NOTE 3.  PREMISES AND EQUIPMENT:

            Components of premises and equipment included in the consolidated
balance sheets at December 31, 1996 and 1995 were as follows (in thousands):

<TABLE>
<CAPTION>
                                                                 December 31,
                                                         ----------------------------

                                                           1996               1995
                                                         ---------          ---------

<S>                                                      <C>                <C>
Land                                                     $   1,515          $   1,171
Bank premises                                                2,542              2,106
Furniture, equipment and automobiles                         3,379              2,584
                                                         ---------          ---------
Total cost                                                   7,436              5,861
Less accumulated depreciation                               (1,922)            (1,258)
                                                         ---------          ---------
Net book value                                           $   5,514          $   4,603
                                                         =========          =========
</TABLE>

            NOTE 4.  MORTGAGE SERVICING RIGHTS:


            The components of mortgage servicing rights were as follows (in
thousands):

<TABLE>
<CAPTION>
                                                          Years Ended December 31,
                                                        ---------------------------
                                                          1996               1995
                                                        --------           --------
<S>                                                     <C>                <C>
Balance, beginning of period                            $   212            $   243
Additions                                                   103                 --
Amortization
  Scheduled                                                 (35)               (31)
  Unscheduled                                                --                 --
                                                        -------            -------
Balance, end of period                                  $   280            $   212
                                                        =======            =======
</TABLE>

            As of December 31, 1996, the estimated fair value of the
Company's capitalized mortgage servicing rights was in excess of its carrying
value.  Fair value is determined by discounting estimated not future cash
flows from mortgage servicing activities using discount rates that
approximate current market rates and estimated prepayments, among other
assumptions.

                                    F-13
<PAGE> 48

                                ALLEGIANT BANCORP, INC.
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


            NOTE 5.  INCOME TAXES:

            The Company's results include income tax expense as follows (in
thousands):

<TABLE>
<CAPTION>
                                                            Year Ended December 31,
                                                          ---------------------------
                                                             1996             1995
                                                          ----------       ----------
<S>                                                       <C>              <C>
Current                                                   $   1,457        $     999
Deferred                                                       (282)            (176)
                                                          ---------        ---------
Total                                                     $   1,175        $     823
                                                          =========        =========
</TABLE>

            The tax effects of temporary differences that gave rise to the
deferred tax assets and liabilities are presented below (in thousands):

<TABLE>
<CAPTION>
                                                                    December 31,
                                                              ------------------------
                                                                1996            1995
                                                              --------        --------
<S>                                                           <C>             <C>
Deferred Tax Assets:
  Reserve for possible loan losses                            $    852        $    594
  Deferred loan fees                                                52              60
  Deferred compensation                                             32              19
  Mark-to-market securities adjustments                             12              --
  Other, net                                                        69              53
                                                              --------        --------
Total deferred tax assets                                        1,017             726
                                                              --------        --------
Deferred tax liabilities:
  Depreciation                                                    (226)           (241)
  Mark-to-market securities adjustments                             --             (45)
  Other                                                            (15)             (4)
                                                              --------        --------
Total deferred tax liabilities                                    (241)           (290)
                                                              --------        --------
Net deferred tax assets                                       $    776        $    436
                                                              ========        ========
</TABLE>

            A valuation allowance would be provided on deferred tax assets
when it is more likely than not that some portion of the assets will not be
realized.  The Company has not established a valuation allowance as of
December 31, 1996 or 1995, due to management's belief that all criteria for
recognition have been met, including the existence of a history of taxes paid
sufficient to support the realization of the deferred tax assets.

            Income tax expense as reported differs from the amounts computed
by applying the statutory federal income tax rate to pre-tax income as
follows (in thousands):

<TABLE>
<CAPTION>
                                                            Year Ended December 31,
                                                          ---------------------------
                                                             1996             1995
                                                          ----------       ----------
<S>                                                       <C>              <C>
Computed "expected" tax expense                           $    1,014       $      713
Tax-exempt income                                                (19)             (24)
State and local income taxes, net of federal tax
  benefits                                                       143              104
Goodwill amortization                                             23               23
Other, net                                                        14                7
                                                          ----------       ----------
Total tax expense                                         $    1,175       $      823
                                                          ==========       ==========
</TABLE>

                                    F-14
<PAGE> 49


                                ALLEGIANT BANCORP, INC.
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


            NOTE 6.  SHORT-TERM BORROWINGS:

            Short-term borrowings were as follows (in thousands):

<TABLE>
<CAPTION>
                                                                      December 31,
                                                              ----------------------------
                                                                 1996              1995
                                                              ----------        ----------
<S>                                                           <C>               <C>
Customer repurchase agreements                                $    8,337        $    4,108
FHLB repurchase agreement                                          3,300                --
FHLB advances                                                     24,500            10,000
                                                              ----------        ----------
Total short-term borrowings                                   $   36,137        $   14,108
                                                              ==========        ==========
</TABLE>

            As collateral for the FHLB advances, the Bank has entered into a
blanket agreement which pledges first mortgage loans with principal balances
aggregating 150% of the outstanding advances.

            NOTE 7.  LONG-TERM DEBT:

            Long-term debt consisted of the following at year-end (in
thousands):

<TABLE>
<CAPTION>
                                                                                           December 31,
                                                                                  -----------------------------
                                                                                     1996               1995
                                                                                  ----------         ----------
<S>                                                                               <C>                <C>
Note payable to financial institution, interest
  payable quarterly at prime (8.25% on December 31, 1996),
  principal payments of $400,000 payable annually
  with the remaining balance due on December 31, 1999,
  secured by Bank stock                                                           $    4,400         $    4,800
Notes payable to FHLB, interest payable monthly at rates varying
  from 5.62% to 7.87%, principal balance due at maturity ranging
  from January 12, 1998 to September 12, 2000,
  secured by stock in FHLB and certain loans (Note 6)                                  7,000             11,100
Convertible subordinated debentures with certain
  shareholders, interest payable quarterly at prime plus 2%
  (with a minimum floor of 10%), maturing on
  September 30, 1999                                                                      --                504
Subordinated debentures with certain shareholders,
  interest payable quarterly at prime plus 3% (with a minimum
  floor of 10%), maturing on May 31, 2002                                              3,263              3,315
                                                                                  ----------         ----------
Total long-term debt                                                              $   14,663         $   19,719
                                                                                  ==========         ==========
</TABLE>

            Under the terms of the note payable to the financial institution,
the Company or its subsidiaries are required to maintain certain financial
ratios and are limited with respect to cash dividends, capital expenditures
and the incurrence of additional indebtedness without prior approval.

            In 1996, the Convertible Subordinated Debentures were converted
into shares of the Company's Common Stock at a conversion price of $ 8.73 per
share.

            The prime plus 3% Debentures are redeemable, in whole or in part,
at the option of the Company, subject to certain conditions, and are
subordinate to all senior debt of the Company.

                                    F-15
<PAGE> 50

                                ALLEGIANT BANCORP, INC.
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


            A summary of annual principal reductions of long-term debt as of
December 31, 1996 is as follows (in thousands):

<TABLE>
<CAPTION>

                                              Annual
                                            Principal
                      Year                  Reductions
                      ----                  ----------
<S>                                         <C>
                      1997                  $    400
                      1998                     3,400
                      1999                     4,100
                      2000                     2,000
                      2001                        --
                   Thereafter                  4,763
                                            --------

                      Total                 $ 14,663
                                            ========
</TABLE>

            NOTE 8.  STOCK DIVIDEND:

            On September 19, 1996, the Company's Board of Directors declared
a 10% stock dividend to shareholders of record on January 2, 1997, payable on
January 15, 1997.  The transaction was valued based on the closing market
price of the Company's stock at the date of declaration.  Retained earnings
were charged to the extent available as a result of the increase of 206,346
shares of the Company's Common Stock.

            On October 19, 1995, the Company's Board of Directors declared a
10% stock dividend to shareholders of record on January 2, 1996, paid on
January 15, 1996.  Retained earnings were charged $2,170,000 as a result of
the increase of 180,821 shares of the Company's Common Stock.

            On October 20, 1994,  the Company's Board of Directors approved a
two-for-three stock split of the Company's Common Stock in the form of a
stock dividend for shareholders of record as of December 15, 1994,
subsequently paid on January 15, 1995.  Common Stock was credited and capital
surplus was charged for the aggregate par value of the shares that were
issued.  The stated par value of each share was not changed from $.01.

            All share and earnings per share disclosures have been restated
to retroactively reflect the aforementioned stock dividends and stock split.

            NOTE 9.  RELATED PARTIES:

            The Company and the Bank have entered into transactions with its
directors, significant shareholders and their affiliates (related parties).
Such transactions were made in the ordinary course of business on
substantially the same terms and conditions, including interest rates and
collateral, as those prevailing at the same time for comparable transactions
with other customers, and did not, in the opinion of management, involve more
than normal credit risk or present other unfavorable features.  The aggregate
amount of loans to such related parties at December 31, 1996 and 1995 was
$15,488,000 and $13,840,000, respectively.  During 1996, new loans to such
related parties amounted to $3,344,000 and repayments amounted to $1,696,000.

                                    F-16
<PAGE> 51

                                ALLEGIANT BANCORP, INC.
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            Additionally, the Company issued subordinated debentures to
certain shareholders in aggregate principal amount of $3,819,000 in 1995.
See Note 7 for terms of the agreement.

            During 1995, the Company borrowed $1,200,000 from an affiliate of
a company director and shareholder.  The loan plus $12,000 in interest were
repaid after one month.

            NOTE 10.  EMPLOYEE BENEFITS:

            The Company has a defined contribution pension plan in effect for
substantially all full-time employees.  Salaries and employee benefits
expense include $29,977 in 1996 and $27,663 in 1995, for such plans.
Contributions under the defined contribution plan are made at the discretion
of Company management.

            NOTE 11.  INCENTIVE PLANS:

            Incentive Stock Options. At December 31, 1996, the Company had
four stock-based compensation plans which are described below.  As discussed
in the Summary of Accounting Policies, the Company applies APB Opinion No. 25
and related interpretations in accounting for its plans.  Accordingly, no
compensation cost has been recognized for its incentive stock option plans.
Had compensation cost for the Company's stock-based compensation plans been
determined based on the fair value at the grant dates for awards under those
plans consistent with the method of SFAS No. 123, the Company's net income
and earnings per share would have been reduced to the pro forma amounts
indicated below (in thousands, except per share data):

<TABLE>
<CAPTION>
                                                          Years Ended December 31,
                                                         --------------------------
                                                            1996            1995
                                                         ----------      ----------
<S>                           <C>                        <C>             <C>
Net income                    As reported                $    1,808      $    1,275
                              Pro forma                       1,534           1,275

Primary earnings per share    As reported                       .76             .68
                              Pro forma                         .64             .68

Fully diluted earnings
  per share                   As reported                       .75             .67
                              Pro forma                         .63             .67
</TABLE>

            As mentioned above, the Company has four fixed stock option
plans.  Under these plans, the Company may grant options to its directors and
employees, in the aggregate, of up to 1,240,000 shares of common stock.  The
exercise price of each option equals or exceeds the market price of the
Company's stock on the date of the grant.  An option's maximum term is ten
years.

            The fair value of each option granted in 1996 is estimated on the
date of grant using the Black-Scholes option-pricing model with the following
weighted-average assumptions used:  dividend yield of .93 percent; risk-free
interest rate of 6.41 percent; and expected lives of 5 years.

                                    F-17
<PAGE> 52

                                ALLEGIANT BANCORP, INC.
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



            A summary of the status of the Company's fixed stock option plans
as of December 31, 1996 and 1995, and changes during the years ending on
those dates is presented below:

<TABLE>
<CAPTION>

                                             1996                           1995
                                   -------------------------     ---------------------------
                                                   Weighted-                       Weighted-
                                                    Average                         Average
                                                   Exercise                        Exercise
                                    Shares           Price        Shares             Price
                                   --------        ---------     --------          ---------
<S>                                <C>            <C>            <C>              <C>
Outstanding, beginning of period    339,958        $    5.72      347,017          $    5.73
Granted                             126,830            12.81           --                 --
Exercised                            (5,243)            5.72           --                 --
Canceled                               (220)           12.00       (7,059)              6.16
                                   --------                      --------
Outstanding, end of period          461,325             7.66      339,958               5.72
                                   ========                      ========

Options exercisable at year-end     434,540                       308,497

Weighted-average fair value of
  options granted during the year     $3.77                            --
</TABLE>

            The following table summarizes information about fixed stock
options outstanding at December 31, 1996:

<TABLE>
<CAPTION>
                                                   Weighted-
                                  Number            Average          Weighted-
                Range of        Outstanding        Remaining          Average
            Exercise Prices     at 12/31/96    Contractual Life    Exercise Price
           ----------------     -----------    ----------------    --------------
<S>                             <C>               <C>                <C>
           $  4.13 - $ 4.96          61,456        2.9 years          $  4.53
              5.95 -   6.45         273,259        2.0                   5.98
             11.75 -  15.00         126,610        4.5                  12.81
                                -----------
                                    461,325        2.8                   7.66
                                ===========
</TABLE>

            Phantom Stock Plan.  In December 1994, the Company's Board of
Directors approved a Phantom Stock Plan for the President, under which the
Company agreed to pay a cash award to the President of the Company based on
the increase in book value on shares of Common Stock, from December 31, 1994
until the earlier of December 31, 1998 or the year immediately preceding the
year the President's employment terminates.  The annual provision under this
plan for the years ended December 31, 1996 and 1995 was approximately $38,000
and $55,000, respectively.  These amounts are included in other liabilities
in the accompanying balance sheets.

            NOTE 12.  COMMITMENTS AND CONTINGENCIES:

            Leases.  The Bank leases various banking facilities under
operating leases expiring at various dates through December 31, 2005.  These
operating leases have options to renew.  Future

                                    F-18
<PAGE> 53

                                ALLEGIANT BANCORP, INC.
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

minimum lease payments required under operating leases which have initial or
remaining non-cancelable terms in excess of one year as of December 31, 1996
are approximately as follows:

<TABLE>
<CAPTION>
                   Year Ended
                  December 31,                       (in thousands)
                  ------------                       --------------

<S>                                                   <C>
                      1997                              $   143
                      1998                                  139
                      1999                                  128
                      2000                                   28
                      2001                                   37
                   Thereafter                               149
                                                        -------

                        Total minimum lease payments    $   624
                                                        =======
</TABLE>

            Total rent expense amounted to approximately $149,000 in 1996 and
$121,000 in 1995.

            NOTE 13.  CONCENTRATIONS OF CREDIT:

            Substantially all of the Bank's loans, commitments and commercial
and standby letters of credit have been granted to customers in the Bank's
market area.  All such customers are depositors of the Bank.  Investments in
state and municipal securities also involve governmental entities within the
Bank's market area.  The concentrations of credit by type of loan are set
forth in Note 2.  The distribution of commitments to extend credit
approximates the distribution of loans outstanding.  Commercial and standby
letters of credit were granted primarily to commercial borrowers.

            NOTE 14.  FINANCIAL INSTRUMENTS:

            The Bank is a party to financial instruments with
off-balance-sheet risk in the normal course of business to meet the financing
needs of its customers. These financial instruments include commitments to
extend credit, standby letters of credit and financial guarantees. Those
instruments involve, to varying degrees, elements of credit and interest-rate
risk in excess of the amount recognized in the consolidated balance sheets.
The contract or notional amounts of those instruments reflect the extent of
the Bank's involvement in particular classes of financial instruments.

            The Bank's exposure to credit loss in the event of nonperformance
by the other party to the financial instrument for commitments to extend
credit, standby letters of credit, and financial guarantees written is
represented by the contractual or notional amount of those instruments. The
Bank uses the same credit policies in making commitments and conditional
obligations as it does for on-balance-sheet instruments.

            A summary of the notional amounts of the Bank's financial
instruments with off-balance-sheet risk at December 31, 1996 and 1995,
follows:

<TABLE>
<CAPTION>
                                              1996              1995
                                          ------------      ------------
<S>                                       <C>               <C>
      Commitments to extend credit        $ 73,522,000      $ 51,953,000
      Standby letters of credit              1,310,000         1,246,000
</TABLE>

                                    F-19
<PAGE> 54

                                ALLEGIANT BANCORP, INC.
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            Commitments to extend credit are agreements to lend to a customer
as long as there is no violation of any condition established in the
contract. Commitments generally have fixed expiration dates or other
termination clauses and may require payment of a fee. Since many of the
commitments are expected to expire without being drawn upon, the total
commitment amounts do not necessarily represent future cash requirements. The
Bank evaluates each customer's creditworthiness on a case-by-case basis. The
amount of collateral obtained, if it is deemed necessary by the Bank upon
extension of credit, is based on management's credit evaluation of the
counterparts. Collateral held varies but may include accounts receivable;
inventory, property, plant, equipment; and real estate.

            Standby letters of credit and financial guarantees written are
conditional commitments issued by the Bank to guarantee the performance of a
customer to a third party. Those guarantees are primarily issued to support
contractual obligations of Bank customers. The credit risk involved in
issuing letters of credit is essentially the same as that involved in
extending loan facilities to customers.

            At December 31, 1995, the Company adopted the provisions of SFAS
No. 107, Disclosures About Fair Value of Financial Instruments.  SFAS No. 107
requires disclosure of fair value information about financial instruments,
whether or not recognized in the balance sheet, for which it is practicable
to estimate that value.

            The carrying amount and estimated fair values of the Company's
financial instruments were as follows (in thousands):

<TABLE>
<CAPTION>

                                           December 31, 1996             December 31, 1995
                                      ---------------------------   -------------------------
                                        Carrying          Fair       Carrying         Fair
                                         Amount           Value       Amount          Value
                                      -----------       ---------   ----------      ---------
<S>                                   <C>              <C>          <C>             <C>
Financial Assets:
  Cash and due from banks, federal
    funds sold and other
    overnight investments             $    18,329       $  18,329   $   19,683      $  19,683
  Securities available-for-sale            22,073          22,073       28,136         28,000
  Securities held-to-maturity              38,487          38,540       45,211         45,042
  Loans                                   288,826         291,483      179,414        179,333

Financial Liabilities:
  Deposits                            $   308,670       $ 309,028   $  231,309      $ 231,227
  Short-term borrowings                    36,137          36,137       14,108         14,108
  Long-term debt                           14,663          14,785       19,719         18,691
</TABLE>

            The following methods and assumptions were used by the Company in
estimating fair values of financial instruments as disclosed herein:

            Cash and Short-Term Instruments: The carrying amounts of cash and
due from banks and federal funds sold approximate their fair value.

            Securities: Fair values for held-to-maturity and
available-for-sale securities are based on quoted market prices or dealer
quotes, where available.  If quoted market prices are not available for a
specific security, fair values are based on quoted market prices of comparable
instruments.

                                    F-20
<PAGE> 55

                                ALLEGIANT BANCORP, INC.
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            Loans: For variable-rate loans that reprice frequently and with
no significant change in credit risk, fair values are based on carrying
values.  The fair values for fixed-rate loans are estimated using discounted
cash flow analyses, applying interest rates currently being offered for loans
with similar terms to borrowers of similar credit quality.  The fair values
for non-performing loans are estimated using assumptions regarding current
assessments of collectibility and historical loss experience.

            Deposits: The fair values disclosed for deposits generally
payable on demand, such as non-interest bearing checking accounts, savings
accounts, NOW accounts and market rate deposit accounts, are by definition,
equal to the amount payable on demand at the reporting date.  The carrying
amounts for variable-rate, fixed-term market rate  deposit accounts and
certificates of deposit approximate their fair values at the reporting date.
Fair values for fixed-rate certificates of deposit are estimated using a
discounted cash flow calculation that applies interest rates currently being
offered on certificates of similar remaining maturities to a schedule of
aggregated monthly maturities on time deposits.

            Short-Term Borrowings: The carrying amounts of federal funds
purchased, borrowings under repurchase agreements and other short-term
borrowings approximate their fair values at the reporting date.

            Long-Term Debt: The fair value of the Company's long-term debt is
based on quoted market prices for similar issues or estimates using
discounted cash flow analyses, based on the Company's current incremental
borrowing rates for similar types of debt instruments.

            Off-Balance Sheet Financial Instruments: The fair value of
commitments to extend credit and standby letters of credit are estimated
using the fees currently charged to enter into similar agreements, taking
into account the remaining terms of the agreements, the likelihood of the
counterparties drawing on such financial instruments, and the present credit
worthiness of such counterparties.  The Company believes such commitments
have been made on terms which are competitive in the markets in which it
operates; however, no premium or discount is offered thereon and accordingly,
the Company has not assigned a value to such instruments for the purposes of
this disclosure.

            Fair value estimates are made at a specific point in time, based
on relevant market information and information about the financial
instrument. These estimates do not reflect any premium or discount that could
result from offering for sale at one time the Company's entire holdings of a
particular financial instrument. Because no market exists for a significant
portion of the Company's financial instruments, fair value estimates are
based on judgments regarding future expected loss experience, current
economic conditions, risk characteristics of various financial instruments,
and other factors. These estimates are subjective in nature and involve
uncertainties and matters of significant judgment, and therefore, cannot be
determined with precision.  Changes in assumptions could significantly affect
the estimates.

            Fair value estimates are based on existing on and off balance
sheet financial instruments without attempting to estimate the value of
anticipated future business and the value of assets and liabilities that are
not considered financial instruments.  In addition; the tax ramifications
related to the realization of the unrealized gains and losses can have a
significant effect on fair value estimates and have not been considered in
many of the estimates.

                                    F-21
<PAGE> 56

                                ALLEGIANT BANCORP, INC.
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


            NOTE 15.  SUBSEQUENT EVENT:

            In January of 1997, the Company offered to shareholders of record
the right to purchase additional Common Stock.  For every one share of Common
Stock held of record, a shareholder was given the nontransferable
subscription right to subscribe for 0.25 of a share of Common Stock at $9.375
per share.

            As of February 24, 1997, the termination date of the offering,
the Company had raised approximately $5,223,000 for 567,750 shares of Common
Stock related to this offering.

            NOTE 16.  REGULATORY MATTERS:

            The Bank is subject to various regulatory capital requirements
administered by the federal banking agencies.  Failure to meet minimum
capital requirements can initiate certain mandatory--and possibly additional
discretionary--actions by regulators that, if undertaken, could have a direct
material effect on the Bank's financial statements.  Under capital adequacy
guidelines and the regulatory framework for prompt corrective action, the
Bank must meet specific capital guidelines that involve quantitative measures
of the Bank's assets, liabilities, and certain off-balance-sheet items as
calculated under regulatory accounting practices.  The Bank's capital amounts
and classification are also subject to qualitative judgments by the
regulators about components, risk weightings, and other factors.

            Quantitative measures established by regulations to ensure
capital adequacy require the Bank to maintain minimum amounts and ratios (set
forth in the table below) of total and Tier 1 capital (as defined in the
regulations) to risk-weighted assets (as defined), and of Tier 1 capital (as
defined) to average assets (as defined).  Management believes, as of December
31, 1996, that the Bank meets all capital adequacy requirements to which it
is subject.

            As of December 31, 1996, the most recent notification from the
Office of the Comptroller of the Currency categorized the Bank as adequately
capitalized under the regulatory framework for prompt corrective action.  To
be categorized as adequately capitalized the Bank must maintain minimum total
risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the
table.  There are no conditions or events since that notification that
management believes have changed the institution's category.

                                    F-22
<PAGE> 57

                                ALLEGIANT BANCORP, INC.
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


            The Bank's actual capital amounts and ratios are also presented
in the table.

<TABLE>
<CAPTION>

                                                                                                         To Be Well
                                                                                                     Capitalized Under
                                                                    For Capital                      Prompt Corrective
                                      Actual                     Adequacy Purposes:                   Action Provisions:
                              --------------------        ---------------------------------     -------------------------------
                                Amount       Ratio           Amount                Ratio           Amount             Ratio
                              ---------      -----        ------------         ------------     ------------      -------------
<S>                           <C>            <C>          <C>                  <C>              <C>               <C>
As of December 31, 1996:

Total Capital
  (to Risk-Weighted Assets)   $  26,118      10.1%        greater than         greater than     greater than      greater than
                                                          or equal to          or equal to      or equal to       or equal to
                                                          $  20,767            8.0%             $  25,959         10.0%
Tier 1 Capital
  (to Risk-Weighted Assets)   $  23,018       8.9%        greater than         greater than     greater than      greater than
                                                          or equal to          or equal to      or equal to       or equal to
                                                          $  10,384            4.0%             $  15,575          6.0%
Tier 1 Capital
  (to Average Assets)         $  23,018       6.4%        greater than         greater than     greater than      greater than
                                                          or equal to          or equal to      or equal to       or equal to
                                                          $  14,449            4.0%             $  18,061          5.0%

As of December 31, 1995:

Total Capital
  (to Risk-Weighted Assets)   $  24,230      14.4%        greater than         greater than     greater than      greater than
                                                          or equal to          or equal to      or equal to       or equal to
                                                          $  13,462            8.0%             $  16,828         10.0%
Tier 1 Capital
 (to Risk-Weighted Assets)    $  22,100      13.1%        greater than         greater than     greater than      greater than
                                                          or equal to          or equal to      or equal to       or equal to
                                                          $   6,731            4.0%             $  10,097          6.0%
Tier 1 Capital
 (to Average Assets)          $  22,100       8.6%        greater than         greater than     greater than      greater than
                                                          or equal to          or equal to      or equal to       or equal to
                                                          $  10,244            4.0%             $  12,805          5.0%
</TABLE>

            Various Federal and state statutory provisions limit the amount
of dividends the Bank can pay to the Company without regulatory approval.
The approval of appropriate Federal or state bank regulatory agencies is
required for any dividend if the total of all dividends declared by the Bank
in any calendar year would exceed the total of the institution's net profits,
as defined by regulatory agencies, for such year combined with its retained
net profits for the preceding two years.  The payment of dividends by the
Bank may also be affected by other factors, such as the maintenance of
adequate capital.

                                    F-23
<PAGE> 58

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ------------------------------------------------
         ACCOUNTING AND FINANCIAL DISCLOSURE
         -----------------------------------

            Not applicable.

                                  PART III

ITEM 9.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT;
           ---------------------------------------------------
           COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
           -------------------------------------------------

            Information regarding the Company's directors is contained in the
Company's Proxy Statement for the 1997 Annual Meeting of Shareholders under
the caption "Item 1. Election of Directors" and is incorporated herein by
reference.  Information regarding the Company's executive officers is
contained in this report under Item 4A--"Executive Officers of the
Registrant" and is incorporated herein by reference.

            Information regarding compliance with Section 16(a) of the
Securities Exchange Act of 1934 is included in the Company's Proxy Statement
for the 1997 Annual Meeting of Shareholders under the caption "Compliance
with Section 16(a) of the Securities Exchange Act of 1934," and is
incorporated herein by reference.

ITEM 10.  EXECUTIVE COMPENSATION
          ----------------------

            Information regarding executive compensation is contained in the
Company's Proxy Statement for the 1997 Annual Meeting of Shareholders under
the captions "Board of Directors and Committees," "Directors' Fees" and
"Compensation of Executive Officers," and is incorporated herein by
reference.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
          --------------------------------------------------------------

            Information regarding security ownership of certain beneficial
owners and management is contained in the Company's Proxy Statement for the
1997 Annual Meeting of Shareholders under the caption "Security Ownership of
Certain Beneficial Owners and Management," and is incorporated herein by
reference.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
          ----------------------------------------------

            Information regarding certain relationships and related
transactions is contained in Company's Proxy Statement for the 1997 Annual
Meeting of Shareholders under the captions "Certain Relationships and Related
Transactions" and "Board of Directors and Committees," and is incorporated
herein by reference.

                                    - 35 -
<PAGE> 59

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
         --------------------------------

(a)  Exhibits:

<TABLE>
<CAPTION>
Ex. No.        Description
-------        -----------
<C>            <S>
   3.1         Articles of Incorporation, as amended, of the Registrant,
               filed as Exhibit 3.1 to Registrant's Registration Statement on
               Form 10-SB (Reg. No. 0-26350) is hereby incorporated by reference.

   3.2         By-laws of the Registrant, as currently in effect, filed as
               Exhibit 3.2 to Registrant's Registration Statement on Form
               10-SB (Reg. No. 0-26350) is hereby incorporated by reference.

   4.1         Form of Stock Certificate for Common Stock, filed as Exhibit
               4.2 to Registrant's Registration Statement on Form 10-SB
               (Reg. No. 0-26350) is hereby incorporated by reference.

   4.2         Form of Warrant Agreement, filed as Exhibit 4.3 to Registrant's
               Registration Statement on Form 10-SB (Reg. No. 0-26350) is
               hereby incorporated by reference.

   4.3         Form of Junior Subordinated Debenture, filed as Exhibit 4.4 to
               Registrant's Registration Statement on Form 10-SB (Reg. No.
               0-26350) is hereby incorporated by reference.

  10.1         Term Loan Agreement, dated as of August 31, 1990, by and
               between Mercantile Bank of St. Louis National Association
               and the Company, filed as Exhibit 10.1 to Registrant's
               Registration Statement on Form 10-SB (Reg. No. 0-26350) is
               hereby incorporated by reference.

  10.2         First Amendment to Term Loan Agreement, dated as of November
               30, 1993, by and between Mercantile Bank of St. Louis
               National Association and the Company, filed as Exhibit 10.2
               to Registrant's Registration Statement on Form 10-SB (Reg.
               No. 0-26350) is hereby incorporated by reference.

  10.3         Second Amendment to Term Loan Agreement, dated as of July 27,
               1994, by and between Mercantile Bank of St. Louis National
               Association and the Company, filed as Exhibit 10.3 to
               Registrant's Registration Statement on Form 10-SB (Reg.
               No. 0-26350) is hereby incorporated by reference.

  10.4         Third Amendment to Term Loan Agreement, dated as of November
               26, 1996, by and between Mercantile Bank of St. Louis
               National Association and the Company is filed herewith.

  10.5         Lease, dated June 26, 1991, between Thos. J. White Company and
               Allegiant Bank, filed as Exhibit 10.4 to Registrant's
               Registration Statement on Form 10-SB (Reg. No. 0-26350) is
               hereby incorporated by reference.

                                    - 36 -
<PAGE> 60

  10.6         Lease, dated January 1, 1994, by and between C and R Markets
               and Allegiant State Bank, filed as Exhibit 10.5 to
               Registrant's Registration Statement on Form 10-SB (Reg.
               No. 0-26350) is hereby incorporated by reference.

  10.7         Lease Agreement, dated February 7, 1994, by and between
               Clayton Land Company L.P. and Allegiant Bank, filed as Exhibit
               10.6 to Registrant's Registration Statement on Form 10-SB (Reg.
               No. 0-26350) is hereby incorporated by reference.

  10.8         Lease Agreement, dated August 7, 1995, by and between Hilvin
               Investment Corporation and Allegiant Bank is filed herewith.

  10.9         Allegiant Bancorp, Inc. 1994 Stock Option Plan, filed as
               Exhibit 10.7 to Registrant's Registration Statement on Form
               10-SB (Reg. No. 0-26350) is hereby incorporated by reference.

  10.10        Allegiant Bancorp, Inc. 1996 Stock Option Plan, filed as
               Exhibit 4.4 to Registrant's Form S-8 (Reg. No. 0-26350) is
               hereby incorporated by reference.

  10.11        Allegiant Bancorp, Inc. Directors Stock Option Plan, filed as
               Exhibit 4.5 to Registrant's Form S-8 (Reg. No. 0-26350) is
               hereby incorporated by reference.

  10.12        Allegiant Bancorp, Inc. 1989 Stock Option Plan, filed as
               Exhibit 4.6 to Registrant's Form S-8 (Reg. No. 0-26350) is
               hereby incorporated by reference.

  10.13        Convertible Subordinated Debenture Purchase Agreement, filed
               as Exhibit 10.8 to Registrant's Registration Statement on Form
               10-SB (Reg. No. 0-26350) is hereby incorporated by reference.

  10.14        Form of Subordinated Convertible Debenture, filed as Exhibit
               4.1 to Registrant's Registration Statement on Form 10-SB
               (Reg. No. 0-26350) is hereby incorporated by reference.

  11.1         Statement re: Computation of Per Share Earnings is filed
               herewith.

  21.1         Subsidiaries of the Registrant is filed herewith.

  24.1         Consent of BDO Seidman, L.L.P. is filed herewith.

  27.1         Financial Data Schedule is filed herewith.
</TABLE>

(b)  Reports on Form 8-K.

            The Company filed no reports on Form 8-K during the three months
ended December 31, 1996.

                                    - 37 -
<PAGE> 61

                                 SIGNATURES

            In accordance with Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized.

                                       ALLEGIANT BANCORP, INC.
                                       (Registrant)



                                       By /s/ Marvin S. Wool
                                         -------------------------------------
                                         Marvin S. Wool, Chairman of the Board
                                         and Chief Executive Officer


                                       By /s/ S. Kay Love
                                         -------------------------------------
                                         S. Kay Love, Vice President and Chief
                                         Financial Officer


            In accordance with the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

     Signature                             Title                            Date
     ---------                             -----                            ----

<S>                                 <C>                                 <C>
/s/ Marvin S. Wool                  Chairman of the Board               March 14, 1997
------------------------------      and Chief Executive Officer
Marvin S. Wool


/s/ Shaun R. Hayes                  President and Director              March 14, 1997
------------------------------
Shaun R. Hayes



/s/ Leland B. Curtis                Director                            March 14, 1997
------------------------------
Leland B. Curtis



/s/ Kevin R. Farrell                Director                            March 14, 1997
------------------------------
Kevin R. Farrell



/s/ Leon A. Felman                  Director                            March 14, 1997
------------------------------
Leon A. Felman



/s/ C. Virginia Kirkpatrick         Director                            March 14, 1997
------------------------------
C. Virginia Kirkpatrick



/s/ Charles E. Polk                 Director                            March 14, 1997
------------------------------
Charles E. Polk



/s/ John T. Straub                  Director                            March 14, 1997
------------------------------
John T. Straub



/s/ Lee S. Wielansky                Director                            March 14, 1997
------------------------------
Lee S. Wielansky
</TABLE>

                                    - 38 -