<PAGE> 1

<TABLE>
Financial Highlights

<CAPTION>
                                                                                Year ended December 31,
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)             1998           1997           1996           1995           1994
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>            <C>            <C>            <C>            <C>
Balance sheet data (at year-end):
   Total assets                                        $  596,274     $  608,237     $  377,564     $  280,386     $  171,927
   Investment securities                                   54,780         76,869         60,559         73,211         40,888
   Total loans                                            495,669        484,862        291,926        181,544        121,393
   Total deposits                                         450,766        484,641        308,670        231,309        134,884
   Long-term debt                                          40,275         23,275         14,663         19,719          9,804
   Shareholders' equity                                    48,104         42,071         16,386         13,938          8,453

   Average assets                                         619,016        463,029        308,984        228,130        133,466
   Average shareholders' equity                            44,721         25,292         14,851         11,737          8,080

Income Statement Data:
   Interest income                                     $   49,218     $   37,765     $   25,056     $   19,252     $    9,994
   Interest expense                                        27,267         21,466         14,999         11,206          4,584
--------------------------------------------------------------------------------------------------------------------------------
      Net interest income                                  21,951         16,299         10,057          8,046          5,410
   Provisions for possible loan losses                      2,420          2,397          1,448            977            849
--------------------------------------------------------------------------------------------------------------------------------
      Net interest income after provision                  19,531         13,902          8,609          7,069          4,561
--------------------------------------------------------------------------------------------------------------------------------
   Other operating income                                   9,324          3,298          1,393            654            513
   Other operating expenses                                21,295         13,069          7,019          5,625          3,764
--------------------------------------------------------------------------------------------------------------------------------
      Income before income taxes                            7,560          4,131          2,983          2,098          1,310
   Provision for income taxes                               3,026          1,716          1,175            823            509
--------------------------------------------------------------------------------------------------------------------------------
      Net income                                       $    4,534     $    2,415     $    1,808     $    1,275     $      801
================================================================================================================================
   Shares outstanding at period end <F1>                6,536,164      6,111,743      3,405,696      3,281,905      2,349,065
   Average shares outstanding <F1>                      6,250,910      4,885,303      3,708,821      3,086,215      2,262,322

Per Share Data: <F1>
   Book value per common share                         $     7.36     $     6.88     $     4.80     $     4.25     $     3.60
   Basic earnings per share                                  0.72           0.54           0.55           0.42           0.35
   Diluted earning per share                                 0.68           0.49           0.48           0.42           0.35
   Cash dividends declared per share                         0.12           0.08           0.06           0.04           0.02
   Market value at year-end                            $     9.48     $    11.25     $     8.17     $     7.28     $     3.58
   Dividend payout ratio                                    20.22%         13.77%         10.34%          8.86%          7.24%

Selected Financial Ratios:
   Return on average total assets                            0.73%          0.52%          0.59%          0.56%          0.60%
   Return on average shareholders' equity                   10.14%          9.55%         12.17%         10.86%          9.91%
   Net interest margin                                       3.82%          3.71%          3.39%          3.71%          4.27%
   Efficiency ratio                                         68.07%         66.69%         61.30%         64.66%         63.55%
   Total operating expenses to total average assets          3.44%          2.82%          2.27%          2.47%          2.82%
   Average assets per employee                         $    2,879     $    2,215     $    2,835     $    2,480     $    2,301
   Equity to assets ratio                                    7.22%          5.46%          4.81%          5.14%          6.05%

Asset Quality Ratios:
   Loan loss reserve to total loans                          1.30%          1.07%          1.06%          1.17%          1.20%
   Non-performing loans to total loans                       0.36%          0.28%          0.24%          0.17%          0.14%
   Loan loss reserve to total non-performing loans         362.32%        377.12%        447.98%        691.56%        841.04%
   Net charge offs to average loans                          0.24%          0.19%          0.21%          0.19%          0.19%

Company Capital Ratios:
   Risk-based capital ratio                                  8.68%          8.14%          8.55%         11.51%          8.58%
   Tier 1 capital ratio                                      7.42%          6.39%          6.10%          7.98%          7.24%
   Leverage ratio                                            5.83%          6.15%          4.38%          5.12%          4.98%

Bank Capital Ratios:
   Risk-based capital ratio                                 10.93%          9.35%         10.06%         14.40%         13.10%
   Tier 1 capital ratio                                      9.68%          8.27%          8.87%         13.13%         11.77%
   Leverage ratio                                            7.61%          7.76%          6.37%          8.63%          8.02%

<FN>

<F1>  All share and per share amounts have been restated to reflect: (i) a
      six-for-five stock split effected in January 1994; (ii) a five-for-
      three stock split effected in January 1995; (iii) a 10% stock dividend
      paid in January 1996; (iv) a 10% stock dividend paid in January 1997;
      (v) a five-for-four stock split effected in January 1998; and (vi) a
      six-for-five stock split effected in January 1999.
</TABLE>

page    Allegiant Bancorp, Inc.
--------------------------------------------------------------------
  10                      1998 Annual Report   Financial Highlights



<PAGE> 2

Management's Discussion and Analysis


This report contains certain forward-looking statements with respect to the
financial condition, results of operations and business of the Company and
its subsidiaries. These forward looking statements involve certain risks and
uncertainties. For example, by accepting fixed rate deposits, at different
times and for different terms, and lending funds at fixed rates for fixed
periods, a bank accepts the risk that the cost of funds may rise and the use
of funds may be at a fixed rate. Similarly, the cost of funds may fall, but a
bank may have committed by virtue of the term of a deposit to pay what
becomes an above-market rate. Investments may decline in value in a rising
interest rate environment. Loans, and the reserve for loan losses, have the
risk that the borrower will not repay all funds in a timely manner as well as
the risk of total loss. Collateral may or may not have the value attributed
to it. The loan loss reserve, while believed adequate, may prove inadequate
if one or more large borrowers, or numerous mid-range borrowers, or a
combination of both, experience financial difficulty for individual, national
or international reasons. Because the business of banking is highly
regulated, decisions of governmental authorities, such as the rate of deposit
insurance, can have a major effect on operating results. Unanticipated events
associated with Year 2000 compliance, relating to work on computer systems
and software, including work performed by suppliers or vendors, could affect
the Company's future financial condition and operating results. All these
uncertainties, as well as others, are present in a banking operation and
shareholders are cautioned that management's view of the future may prove to
be other than anticipated.

   Results of Operations

EARNINGS SUMMARY

Allegiant Bancorp, Inc. (the "Company") reported record earnings for 1998.
Consolidated net income was $4.534 million, an increase of 87.74% over the
1997 level of $2.415 million. The 1998 results represent the seventh
consecutive year of record earnings by the Company. Net income has increased
at a compound rate of 78.24% over the last five years. Basic earnings per
share were $0.72 compared to $0.54 in 1997, an increase of 33.33%. A similar
increase was achieved in diluted earnings per share with 1998 results of
$0.68 increasing 38.78% compared to the $0.49 recorded for 1997. Diluted
earnings per share have grown at a compound rate of 33.56% during the last
five years.

Return on average assets for 1998 was 0.73%, an improvement from 0.52%
recorded for 1997 and 0.59% for 1996. As will be further discussed in greater
detail, the improvement in return on assets was the result of lower asset
growth, improved net interest income, improved mix of earning assets and a
considerable increase in shareholders' equity. Return on average
shareholder's equity was 10.14% in 1998, compared to 9.55% in 1997 and 12.17%
in 1996. The improvement in 1998 was achieved despite a 76.82% increase in
average equity between 1998 and 1997.

Net interest income in 1998 increased to $21.951 million from $16.299 million
in 1997, a 34.68% change. The net interest margin improved by 11 basis points
to 3.82% compared to 3.71% for the year of 1997. This improvement in net
interest margin together with strong earning asset growth resulted in the
increase in net interest income.

The provision for loan losses was $2.420 million, substantially the same as
the $2.397 million in 1997 and an increase from the $1.448 million expensed
in 1996. The level of the allowance for loan losses was increased by this
provision, with the allowance representing 1.30% of loans outstanding at
December 31, 1998. This reserve level is higher than historical levels due to
the change in the mix of the loan portfolio. This change is discussed in
greater depth under the "Balance Sheet Analysis" caption.

Non-interest income increased by 182.72% in 1998 following an increase of
136.76% in 1997 and a 113.00% increase in 1996. Excluding securities gains
and other non-recurring gains, other income increased $2.505 million in 1998
to $5.774 million, an increase of 76.63% compared to $3.269 million in 1997.
The major fee income producing areas all showed increases during 1998. See
the discussion of  "Other Income" for further information.

Non-interest expense increased $8.226 million to $21.295 million, an increase
of 62.94%. This compares to 1997 non-interest expense of $13.069 million and
the 1996 level of $7.019 million. All major categories of expense showed
significant increases and are the result of technological upgrades,
acquisitions and branch expansions initiated in late 1997 and 1998. See the
discussion of "Other Expense" for comprehensive detail of these increases.

NET INTEREST INCOME

This discussion should be read with reference to the table titled
"Distribution of Average Assets, Liabilities and Shareholders' Equity and
Interest Rates."

Net interest income totaled $21.951 million, an increase of $5.652 million in
1998 compared to increases of $6.242 million in 1997 and $2.011 million in
1996. The net interest spread increased by 13 basis points and the net
interest margin increased by 11 basis points from the prior year. All of
these increases are the result of a relatively stable rate environment, the
shifting of earning assets into higher yielding loans and overall growth in
average earning assets and interest bearing liabilities. Partially offsetting
these positive factors were the small declines in the prime lending rate
which effected the Company's floating rate loans, the decline in the ratio of
earning assets to total assets and a decline in non-interest bearing demand
deposits to total deposits. Net interest margin and net interest spread were
fairly stable throughout the year, with only minor quarterly fluctuations.
The increase in net interest spread is due to the yields on earning assets
declining only 2 basis points year to year compared to a decline of 15 basis
points on interest bearing liabilities. In 1997, the spread increased 28
basis points as a result of similar changes on both sides of the balance
sheet, earning assets increasing 14 basis points and interest bearing
liabilities decreasing 14 basis points.

         1998 Annual Report   Management's Discussion and Analysis      page
         --------------------------------------------------------------------
                              Allegiant Bancorp, Inc.                   11



<PAGE> 3

cont'd  Management's Discussion and Analysis
--------------------------------------------

<TABLE>

   Distribution of Average Assets, Liabilities and Shareholders' Equity and Interest Rates

<CAPTION>
                                                                            Year ended December 31,
                                                      1998                          1997                            1996
------------------------------------------------------------------------------------------------------------------------------------
                                        AVERAGE               YIELD/     AVERAGE             YIELD/    AVERAGE            YIELD/
(IN THOUSANDS OF DOLLARS)               BALANCE     INTEREST    RATE     BALANCE   INTEREST    RATE    BALANCE  INTEREST    RATE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>           <C>        <C>     <C>         <C>        <C>    <C>        <C>        <C>
ASSETS
Interest earning assets:
Loans <F1>                             $493,619      $44,411    9.00%   $365,615    $33,473    9.16%  $232,314   $21,428    9.22%
Taxable investment securities            70,079        4,223    6.03      64,384      3,910    6.07     59,882     3,428    5.72
Non-taxable investment securities         1,494           73    4.89       1,130         56    4.96      1,115        49    4.39
Federal funds sold                        9,036          511    5.66       8,492        326    3.84      3,079       151    4.90
------------------------------------------------------------------------------------------------------------------------------------
  Total interest earning assets         574,228       49,218    8.57     439,621     37,765    8.59    296,390    25,056    8.45

Non-interest earning assets:
Cash and due from banks                  12,230                            9,341                         6,382
Premises and equipment                   10,994                            6,869                         4,698
Other assets                             27,238                           11,065                         3,915
Reserve for possible loan losses         (5,674)                          (3,867)                       (2,401)
------------------------------------------------------------------------------------------------------------------------------------
  Total assets                         $619,016                         $463,029                      $308,984
====================================================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest bearing liabilities:
Money market/NOW accounts              $126,829      $ 5,221    4.12%   $ 95,431    $ 4,092    4.29%  $ 70,948   $ 3,218    4.54%
Savings deposits                         16,524          425    2.57       9,665        279    2.89      6,985       227    3.25
Certificates of deposit                 224,661       12,878    5.73     162,870      9,436    5.79    104,283     6,149    5.90
Certificates of deposit
  over $100,000                          39,581        2,198    5.55      48,358      2,686    5.55     36,387     2,001    5.50
IRA certificates                         20,584        1,227    5.96      12,780        760    5.95      7,673       465    6.06
------------------------------------------------------------------------------------------------------------------------------------
  Total interest bearing deposits       428,179       21,949    5.13     329,104     17,253    5.24    226,276    12,060    5.33
Federal funds purchased,
  repurchase agreements, and
  other short-term borrowings            52,855        2,624    4.96      52,702      2,895    5.49     27,481     1,542    5.61
Long-term borrowings                     39,403        2,694    6.84      16,658      1,318    7.91     17,482     1,397    7.99
------------------------------------------------------------------------------------------------------------------------------------
  Total interest bearing liabilities    520,437       27,267    5.24     398,464     21,466    5.39    271,239    14,999    5.53
------------------------------------------------------------------------------------------------------------------------------------
Non-interest bearing
  liabilities and equity:
Demand deposits                          47,560                           36,966                        21,312
Other liabilities                         6,298                            2,307                         1,582
Shareholders' equity                     44,721                           25,292                        14,851
------------------------------------------------------------------------------------------------------------------------------------
  Total liabilities and
     shareholders' equity              $619,016                         $463,029                      $308,984
====================================================================================================================================
Net interest income                                  $21,951                        $16,299                      $10,057
====================================================================================================================================
Net interest spread                                             3.33%                          3.20%                        2.92%
====================================================================================================================================
Net interest margin                                             3.82%                          3.71%                        3.39%
====================================================================================================================================

<FN>
<F1>Including non-accrual loans
</TABLE>

page    Allegiant Bancorp, Inc.
-----------------------------------------------------------------------
  12         1998 Annual Report   Management's Discussion and Analysis



<PAGE> 4

In 1998, the yield on loans declined by 16 basis points. However, this
decline was offset by an increase in the ratio of loans to total earning
assets improving to 85.96% in 1998 compared to 83.17% in 1997. Generally flat
or lower rates were paid on all categories of interest bearing liabilities.
Total cost of deposits declined 11 basis points due to a reduction of rates
paid on money market/NOW accounts, savings deposits and retail certificates
of deposit. Further reduction in the costs of short-term and long-term
borrowings also helped lower the overall costs of funds, despite the
substantial increase in long-term debt. The detail of the effects of changes
in rates and average volumes can been seen in the table titled "Rate/Volume
Analysis" in this section.

Average earning assets increased $134.607 million or 30.62% during 1998
compared to an increase of $143.231 million or 48.33% in 1997. Average loans
increased 35.01% or $128.004 million compared to growth of 57.35% or $133.301
million in 1997. The growth in average loans includes the bulk sale of
mortgage loans that occurred during the second and third quarter of 1998.
These sales, of $77.043 million, decreased average loans outstanding for the
year by approximately $34.317 million. The Company's securities portfolio
(held-to-maturity and available-for-sale) increased 9.25% during 1998
compared to an increase of 7.41% in 1997. Average investment securities
represented 12.46% of earning assets during 1998 compared to 14.91% during
1997. This decline in the relative amount of investment securities is
directly correlated to the increase in the percentage of loans to earning
assets mentioned above. In essence, strong loan growth necessitated the
reduction in the growth of the securities portfolio. Earning assets as a
percentage of total assets declined again in 1998 to 92.76% from 94.94% in
1997, which also represented a decline from 95.92% in 1996. The increase in
non-earning assets is the result of opening additional branch locations as
well as acquisitions, which increased the number of branches and intangible
assets. This growth was somewhat mitigated by the sale of branches located
outside the St. Louis metropolitan area which occurred in December of 1998.
The impact of this change to average balances was minimal due to the timing
of consummation.

Average interest-bearing liabilities increased 30.61% or $121.973 million for
1998 compared to an increase of $127.225 million or 46.91% in 1997. Average
deposits increased 29.96% to $475.739 million compared to $366.070 million in
1997. As was the case in 1997, only moderate changes occurred in the mix of
deposits. During 1998, certificates of deposit over $100,000 declined as a
percent of total deposits while retail certificates of deposit increased.
Non-interest bearing deposits as a percentage of total deposits declined only
10 basis points to 10.00% from 10.10%. The substantial growth in average
deposits and the relatively stable mix allowed for the average cost of
interest-bearing deposits to decline by 11 basis points.

Average short-term borrowings were flat during the year averaging $52.855
million during 1998 compared to $52.702 million during 1997. This followed an
increase in 1997 of $25.221 million or 91.78% compared to 1996. The level of
short-term borrowings during 1998 was consistent throughout the year with
only minor fluctuations between quarters. See the discussion under "Liquidity
Management" for further details of short-term borrowings during 1998 and
1997.

Average long-term debt for 1998 increased 136.54% or $22.745 million. The
majority of this increase is due to long-term borrowings from the Federal
Home Loan Bank of $26.625 million at period ending 1998, a $17.000 million
change from period ending 1997. The Company continues to utilize the Federal
Home Loan Bank as a cost-effective source of funding loans. Additionally,
during November of 1998, the Company refinanced a portion of its long-term
debt and its entire issue of subordinated debentures with a $13.650 million,
7.00% fixed rate, three-year note. This reduction in the cost of borrowed
funds will produce annual savings of $148,000 at current market rates.

         1998 Annual Report   Management's Discussion and Analysis      page
         --------------------------------------------------------------------
                              Allegiant Bancorp, Inc.                   13



<PAGE> 5

cont'd  Management's Discussion and Analysis
--------------------------------------------

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>

   Rate/Volume Analysis

<CAPTION>
                                     YEAR ENDED DECEMBER 31, 1998              YEAR ENDED DECEMBER 31, 1997
                                           COMPARED TO THE                           COMPARED TO THE
                                     YEAR ENDED DECEMBER 31, 1997              YEAR ENDED DECEMBER 31, 1996
-----------------------------------------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS)          VOLUME        RATE   NET CHANGE           VOLUME        RATE   NET CHANGE
-----------------------------------------------------------------------------------------------------------------
<S>                               <C>          <C>         <C>              <C>           <C>        <C>
INTEREST EARNED ON:

Loans                             $11,533      $ (595)     $10,938          $12,186       $(141)     $12,045
Taxable investment securities         340         (27)         313              267         216          482
Non-taxable securities                 17          --           17                1           6            7
Federal funds sold and
   other investments                   24         161          185              213         (39)         175
-----------------------------------------------------------------------------------------------------------------
      Total interest income        11,914        (461)      11,453           12,667          42       12,709
=================================================================================================================

INTEREST PAID ON:

Money market/NOW accounts           1,298        (169)       1,129            1,047        (173)         874
Savings deposits                      180         (34)         146               79         (27)          52
Certificates of deposit             3,539         (97)       3,442            3,404        (117)       3,287
Certificates of deposit
   over $100,000                     (488)         --         (488)             666          19          685
IRA certificates                      465           2          467              303          (8)         295

Federal funds purchased,
   repurchase agreements
   and other short-term
   borrowings                           8        (279)        (274)           1,386         (33)       1,353
Long-term borrowings                1,577        (201)       1,376              (65)        (14)         (79)
-----------------------------------------------------------------------------------------------------------------
      Total interest expense        6,579        (778)       5,801            6,820        (353)       6,467
-----------------------------------------------------------------------------------------------------------------
      Net interest income         $ 5,335      $  317      $ 5,652          $ 5,847       $ 395      $ 6,242
=================================================================================================================

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 table above.
</TABLE>

OTHER INCOME

Other income increased 182.72% totaling $9.324 million in 1998 compared to
$3.298 million in 1997 and $1.393 million in 1996. Included in other income
in 1998 are $3.550 million of non-recurring gains, specifically: $2.370
million from the sale of branches; $1.112 million from the sale of mortgage
loans; and $68,000 from securities transactions. Eliminating all one-time or
discretionary gains, 1998 other income was $5.772 million compared to $3.269
million in 1997 and $1.245 million in 1996. The increases in 1998 and 1997
were due to substantial growth in mortgage banking revenues, leasing
revenues, deposit service charges and brokerage revenues. Recurring other
income has increased at a compound growth rate of 82.93% over the last five
years.

The Company completed the sale of its branches located outside the greater
St. Louis metropolitan area in order to focus on and expand its market share
in its principal trade area. During the fourth quarter of 1998, the Company
sold its Kahoka, Palmyra and Monroe City branches. This sale generated a
reduction in loans of $13.515 million, a reduction in deposits of $39.992
million and a pre-tax gain of $2.370 million.

Also during the year, the Company completed two significant sales of a large
portion of its one- to four-family adjustable rate mortgage loans. These
sales generated a pre-tax gain of $1.112 million. While the Company had sold
some of its mortgage loans in previous years, the 1998 bulk sales reflect a
shift in strategy by the Company from originating and holding mortgage loans
to increasing its lending emphasis on more profitable commercial loan
relationships.

Mortgage banking revenues increased 76.85% in 1998 to $2.299 million. This
compares to $1.300 million in 1997 which represented an increase of 316.67%
compared to 1996. The increases in both years are attributable to a continued
favorable economic environment of low unemployment and stable, low long-term
interest rates. The Company's two mortgage subsidiaries have benefited from
these macro economic trends as well as an increased customer base in the St.
Louis market resulting from additional branch locations.

Leasing revenues totaled $1.527 million, an increase of 252.66% compared to
1997's level of $433,000. The company entered the retail leasing business
during 1997 and the 1998 results reflect a full year of business operation
compared to a partial year in 1997. During the latter part of 1998, a
decision was made to curtail this line of business because of declining
profit margins.


page    Allegiant Bancorp, Inc.
--------------------------------------------------------------------------
  14            1998 Annual Report   Management's Discussion and Analysis



<PAGE> 6

Service charges on deposit accounts increased 51.92% to $1.387 million in
1998 compared to $913,000 in 1997 and $612,000 in 1996. The increases in 1998
and 1997 are due to additional branch locations generating a larger base of
transaction deposits as well as the benefit of a full year of the Bank's
revised fee structure. The previously mentioned sale of branches should have
minimal impact on service charge growth as the majority of deposits sold were
non-transaction deposits.

Brokerage revenues increased 84.62% to $312,000 compared to $169,000 in 1997.
Part of this increase reflects a full year of operation in 1998 compared to
nine months of operation in 1997 and higher transaction volumes.

The following table sets forth the Company's summary of other income for the
years indicated:

<TABLE>
<CAPTION>
                                                 Year ended December 31,
(IN THOUSANDS OF DOLLARS)                   1998           1997           1996
---------------------------------------------------------------------------------
<S>                                       <C>            <C>            <C>
Other income:

Gain on sale of branches                  $2,370         $   --         $   --
Mortgage banking revenues                  2,299          1,300            312
Leasing revenues                           1,527            433             --
Service charges on deposits                1,387            913            612
Gain on sale of mortgage loans             1,112             27             99
Brokerage division revenues                  312            169              6
Gain on the sale of securities                68              2             49
Other non-interest income                    249            454            315
---------------------------------------------------------------------------------
   Total other income                     $9,324         $3,298         $1,393
=================================================================================
</TABLE>

OTHER EXPENSES

Total operating expenses increased 62.94% or $8.226 million during 1998,
totaling $21.295 million compared to $13.069 million in 1997 which
represented an increase of 86.19% compared to 1996 results. Operating
expenses have increased at a 52.93% five year annual compound growth rate.
The Company's efficiency ratio for 1998 was 68.09%, up slightly from 66.69%
in 1997 and 61.30% in 1996. The increase in this ratio is the result of
acquisitions, deposit purchases, start-up costs associated with new lines of
business and costs resulting from additional banking locations.

Salaries and employee benefits showed the largest dollar increase year to
year, increasing $3.471 million to $9.663 million compared to $6.192 million
in 1997 and $3.455 million in 1996. The percentage increase for 1998 was
56.06% compared to the 1997 increase of 79.22%. The increase in 1998 is due
to additional staffing resulting from acquisitions and new locations. Also
included in this caption is a payout related to a phantom stock plan for the
President of the Company. Amounts expensed under this plan, which expired as
of December 31, 1998, were $45,000 in 1998, $225,000 in 1997 and $55,000 in
1996. Average full-time equivalent employees for 1998 were 237 compared to
146 in 1997, a 62.33% increase. At December 31, 1998 the Company had 215
full-time equivalent employees compared to 209 at year-end 1997.

Furniture and equipment expenses increased $809,000 to $1.752 million in
1998. This follows an increase of $254,000 in 1997. The increase in 1998 was
the result of acquisitions in 1997 and branch openings in 1998 and 1997.
Additionally, investments in computer resources in both years also
contributed to the large increase.

Occupancy expenses totaled $1.523 million, an increase of $785,000 or 106.37%
during 1998 following an increase of $290,000 or 64.73% in 1997. These
increases are attributable to acquisitions and branch openings, as mentioned
above.

Depreciation of the assets held for operating leases increased $946,000 in
1998 compared to 1997. As discussed in the other income section, the retail
leasing business was started in late 1997 so that 1998 reflects a full year
of operations.

Expense for the amortization of goodwill increased 154.19% during 1998 or
$552,000, totaling $910,000 compared to $358,000 in 1997 and $67,000 in 1996.
This increase is the result of acquisitions and deposit purchases undertaken
during 1997 and reflecting a full year of amortization during 1998.

In 1998, operating losses totaled $450,000, as compared to $870,000 in 1997.
Of the amount in 1997, $752,000 was considered systemic and non-recurring due
to integration of two branch acquisitions and difficulties associated with
upgrading its computer systems to an entirely new operating system. Excluding
non-recurring items in 1997, the increase in operating losses in 1998 was
$332,000. The 1998 operating losses relate to inconsistent operating
procedures as a result of expanding the number of branches and number of
employees. Throughout 1998 the Company has reengineered several operational
processes in an effort to improve quality and control. Additionally, training
has been a focus for 1998 and the Company believes that these types of losses
will be substantially reduced in 1999.

Other non-interest expense increased $1.818 million in 1998 compared to 1997.
This growth in expenses was associated with an increase in employees, an
increase in the number of deposit and loan accounts, and physical locations
as compared to prior years. Specifically, postage and courier costs increased
$152,000, telephone expense increased $146,000, travel and automobile costs
increased $120,000 and loan and recording expenses increased $110,000.
Accounting and professional expense increased $538,000 compared to 1997 as a
result of costs associated with establishing a real estate investment trust
and the costs associated with changing public accounting firms. Data
processing expenses increased $224,000 because of system conversion expenses
and Year 2000 expenses. Another factor for 1998 was a $215,000 increase in
advertising costs compared to 1997. The Company expanded the advertising
program to attract additional core deposits.

The following table sets forth the Company's summary of other expenses for
the years indicated:

<TABLE>
<CAPTION>
                                                 Year ended December 31,
(IN THOUSANDS OF DOLLARS)                   1998           1997           1996
---------------------------------------------------------------------------------
<S>                                      <C>            <C>             <C>
Other expenses:

Salaries and employee benefits           $ 9,663        $ 6,192         $3,455
Furniture and equipment                    1,752            943            689
Occupancy                                  1,523            738            448
Depreciation of operating leases           1,340            394             --
Goodwill amortization                        910            358             67
Operating losses - other                     450            870             61
Operating losses-overdrawn
  customer accounts                          272             68             83
Supplies                                     489            428            202
Other non-interest expense                 4,896          3,078          2,014
---------------------------------------------------------------------------------
   Total other expenses                  $21,295        $13,069         $7,019
=================================================================================
</TABLE>

         1998 Annual Report   Management's Discussion and Analysis      page
         --------------------------------------------------------------------
                              Allegiant Bancorp, Inc.                   15



<PAGE> 7

cont'd  Management's Discussion and Analysis
--------------------------------------------

   Balance Sheet Analysis

SECURITIES PORTFOLIO

The Company's securities portfolio consists of securities classified as held-
to-maturity and available-for-sale. The Company designates these securities
upon purchase into one of these two categories. At December 31, 1998 held-to-
maturity securities amounted to $12.040 million representing those securities
the Company intends to hold to maturity. Securities designated as available-
for-sale totaled $42.740 million representing securities which the Company
may sell to meet liquidity needs or in response to significant changes in
interest rates or prepayment patterns.

For purposes of this discussion, held-to-maturity and available-for-sale
securities are described as the securities portfolio. At December 31, 1998,
the securities portfolio totaled $54.780 million, a decline of 28.74% from
the preceding year. The decline in the securities portfolio occurred in the
fourth quarter of 1998, as maturing securities were not reinvested in order
to fund the previously mentioned branch sales. While average balances for
1998 were higher than 1997, the relative percentage of securities to earning
assets declined to 12.46% in 1998 compared to 14.91% in 1997. This decline
reflected management's decision to allow maturing securities to be reinvested
in higher yielding commercial loans. The Company maintains a traditional
short-term laddered portfolio investment strategy to insure adequate
liquidity while minimizing interest rate risk.

The carrying value of securities portfolio for the periods indicated were as
follows:

<TABLE>
   Securities Portfolio

<CAPTION>
                                                      December 31,
(IN THOUSANDS OF DOLLARS)                   1998           1997           1996
---------------------------------------------------------------------------------
<S>                                      <C>            <C>            <C>
U.S. government and
   agency securities                     $37,021        $48,354        $36,492
State and municipal securities             1,464          1,563          1,199
Mortgage-backed securities                11,930         18,548         18,202
Federal Home Loan Bank stock               3,574          7,033          4,462
Other securities                             791          1,371            205
---------------------------------------------------------------------------------
   Total                                 $54,780        $76,869        $60,560
=================================================================================
</TABLE>

Maturities and yield information of the securities portfolio as of December
31, 1998 was as follows:

<TABLE>

   Securities Portfolio -- Maturities and Yields <F1>

<CAPTION>
                                                 WEIGHTED     OVER ONE  WEIGHTED    OVER FIVE WEIGHTED              WEIGHTED
                                        ONE YEAR  AVERAGE      THROUGH   AVERAGE      THROUGH  AVERAGE      OVER 10  AVERAGE
(IN THOUSANDS OF DOLLARS)                OR LESS    YIELD   FIVE YEARS     YIELD     10 YEARS    YIELD        YEARS    YIELD
--------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>         <C>       <C>          <C>          <C>      <C>       <C>         <C>
U.S. government and agency securities    $24,549     5.89%     $12,472      5.94%        $ --       --%     $    --       --%
States and municipal securities              324     4.87          281      5.08          859     4.87           --       --
Mortgage-backed securities                 6,579     6.42        5,294      5.86           57     9.68
Federal Home Loan Bank stock               3,574     6.55           --        --           --       --           --       --
Other securities                              --       --          791      6.21           --       --           --       --
--------------------------------------------------------------------------------------------------------------------------------
Total investment securities              $35,026     6.05%     $18,838      5.91%        $916     5.17%     $    --       --%
================================================================================================================================
Total portfolio                                                                                             $54,780     5.99%
================================================================================================================================

<FN>
<F1>  Maturities are shown in this table by expected maturity. Expected
      maturities differ from contractual maturities due to the right to call
      or prepay obligations.
</TABLE>

LOANS

Loans have historically been the primary component of earning assets. At
December 31, 1998 loans totaled $495.669 million, an increase of 2.23% from
year-end 1997. This small increase includes the sale of $78.4 million of
mortgage loans. Without this sale, year-end 1998 loans would have increased
18.40% compared to year-end 1997. Average loans increased 35.01% during 1998
compared to a 57.38% increase in 1997. Loans have increased at 48.01%
compound average growth rate over the last five years. Substantially all of
these loans are originated in the Company's primary market areas. The Company
has no foreign loans and a minor amount of participations purchased.

The largest increase in loans involved commercial real estate loans, which
increased $61.093 million or 45.10% in 1998. Traditional commercial loans
showed the second largest increase of $16.302 million or 14.83%. Growth in
both of these categories reflected management's decision to focus on the more
profitable commercial relationships instead of emphasizing one- to four-family
mortgage loans. The growth in the commercial sectors was accomplished
by hiring additional commercial lending personnel and directing existing
staff toward commercial relationship procurement. As a result of this
emphasis, commercial real estate loans now comprise 39.65% of the loan
portfolio compared to 27.94% in 1997. Traditional commercial loans comprise
25.47% of the portfolio versus 22.67% in 1997. Additionally, construction
loans, which can be viewed as commercially oriented, increased 34.62%,
totaling $36.590 million at year-end 1998 compared to $27.181 million at
year-end 1997. Finally, consumer loans increased $4.087 million dollars or
24.30% during 1998, reaching $20.908 million at December 31, 1998 compared to
$16.821 million at December 31, 1997.

Offsetting the substantial loan growth mentioned above was the decline in
one- to four-family residential loans. This category of loans declined
$79.673 million during 1998. This decline was accomplished by the bulk sales
of loans mentioned before as well as normal pay-offs and amortization. This
category now represents 23.46% of total loans at year-end 1998 compared to
40.42% of total loans at year-end 1997.


page    Allegiant Bancorp, Inc.
----------------------------------------------------------------------------
  16              1998 Annual Report   Management's Discussion and Analysis



<PAGE> 8

The following table summarizes the composition of the Company's loan
portfolio at the dates indicated:

<TABLE>
   Loan Portfolio -- Types of Loans

<CAPTION>
                                                                            December 31,
(IN THOUSANDS OF DOLLARS)                        1998           1997           1996           1995           1994
---------------------------------------------------------------------------------------------------------------------
<S>                                          <C>            <C>            <C>            <C>            <C>
Commercial, financial, agricultural,
   municipal and industrial development      $126,239       $109,937       $ 75,129       $ 40,518       $ 30,353
Real estate -- construction                    36,590         27,181          8,763          8,777          5,504
Real estate -- mortgage
   One- to-four family residential            116,291        195,964        121,386         71,260         47,109
   Multi-family and commercial                196,545        135,452         74,721         52,795         31,813
Consumer and other                             20,908         16,821         12,084          8,379          6,881
Less unearned income                             (904)          (493)          (157)          (185)          (267)
---------------------------------------------------------------------------------------------------------------------
   Total loans <F1>                          $495,669       $484,862       $291,926       $181,544       $121,393
=====================================================================================================================

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

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

<CAPTION>
                                                                          December 31, 1998
                                            MATURING IN      MATURING AFTER ONE YEAR           MATURING AFTER
                                          ONE YEAR OR LESS     THROUGH FIVE YEARS                FIVE YEARS
--------------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS)                                   FIXED-RATE      VARIABLE     FIXED-RATE      VARIABLE       TOTAL
--------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>             <C>            <C>             <C>          <C>        <C>
Commercial, financial, agricultural,
   municipal and industrial development       $ 77,816        $ 27,224       $19,800         $1,399       $    --    $126,239
Real estate                                    139,487         126,450        52,403          5,278        25,808     349,426
Consumer and other                               9,655          11,085            --            168            --      20,908
Less unearned income                              (904)             --            --             --            --        (904)
--------------------------------------------------------------------------------------------------------------------------------
   Total loans                                $226,054        $164,759       $72,203         $6,845       $25,808    $495,669
================================================================================================================================
</TABLE>

ASSET QUALITY

Non-performing assets, consisting of loans past due 90 days or greater, non-
accrual loans, restructured loans and other real estate owned increased
slightly to $1.778 million at December 31, 1998 compared to $1.707 million at
December 31, 1997. At December 31, 1998 non-performing assets represented
0.30% of total assets compared to 0.28% of total assets at December 31, 1997.
Non-accrual loans were $1.495 million at December 31, 1998 compared to
$559,000 at December 31, 1997. This increase was offset by declines in loans
delinquent 90 days or more, reflecting migration to non-accrual status, and
by the elimination of other real estate owned.

The Company has one loan relationship, not included in the past-due,
restructured or non-accrual categories, where known information about
possible credit problems causes management to be uncertain as to the ability
of the borrower to comply with the present loan repayment terms over the next
six months. This collateralized loan relationship totals $2.3 million.

The Company continually analyzes its loan portfolio to identify potential
risk elements. The loan portfolio is reviewed by lending management and the
Company's internal loan review staff. As an integral part of their
examination process, the various regulatory agencies periodically review the
Company's reserve for possible loan losses. The Company believes that its
allowance for loan losses at December 31, 1998 was consistent with applicable
regulatory requirements.

         1998 Annual Report   Management's Discussion and Analysis      page
         --------------------------------------------------------------------
                              Allegiant Bancorp, Inc.                   17



<PAGE> 9

cont'd  Management's Discussion and Analysis
--------------------------------------------

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,

(IN THOUSANDS OF DOLLARS)                                           1998          1997         1996        1995          1994
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>           <C>          <C>         <C>           <C>
Commercial, financial, agricultural,
   municipal and industrial development
      Past due 90 days or more                                  $     --      $    341     $      5    $    113      $     --
      Non-accrual                                                    962           360          207         109            40
      Restructured terms                                              --            --           --          --            --

Real estate -- construction:
   Past due 90 days or more                                           --            --          264          36            90
   Non-accrual                                                        --           108           84          20            35
   Restructured terms                                                 --            --           --           3             -

Real estate -- mortgage:
   Past due 90 days or more                                          283           456           --          --            --
   Non-accrual                                                       471            70           --          --            --
   Restructured terms                                                 --            --           --          --            --

Consumer and other:
   Past due 90 days or more                                           --            21           23          12             8
   Non-accrual                                                        62            21          109          15            --
   Restructured terms                                                 --            --           --          --            --
---------------------------------------------------------------------------------------------------------------------------------
Total non-performing loans                                         1,778         1,377          692         308           173
---------------------------------------------------------------------------------------------------------------------------------
   Other real estate owned                                            --           330           --          10            25
---------------------------------------------------------------------------------------------------------------------------------
Total non-performing assets                                     $  1,778      $  1,707     $    692    $    318      $    198
=================================================================================================================================

Balance sheet information (at year-end):
   Total assets                                                 $596,274      $608,237     $377,564    $280,386      $171,927
   Loans outstanding                                             495,669       484,862      291,926     181,544       121,393
   Shareholders' equity                                           48,104        42,071       16,386      13,938         8,453
   Allowance for possible loan losses                              6,442         5,193        3,100       2,130         1,455

Ratios:
   Non-performing loans to total loans outstanding                  0.36%         0.28%        0.24%       0.17%         0.14%
   Non-performing assets to total assets                            0.30          0.28         0.18        0.11          0.12
   Non-performing loans to shareholders' equity                     3.70          3.27         4.22        2.21          2.05
   Allowance for possible loan losses to total loans                1.30          1.07         1.06        1.17          1.20
   Allowance for possible loan losses to non-performing loans     362.32        377.12       447.98      691.56        841.04
</TABLE>

ALLOWANCE FOR POSSIBLE LOAN LOSSES

The Company's allowance for possible loan losses increased 24.05% from $5.193
million on December 31, 1997 to $6.442 million on December 31, 1998. This
follows an increase of 67.52% in 1997. The provision charged to expense was
$2.420 million in 1998, similar to the $2.397 million expensed in 1997. This
level, coupled with the bulk sales of loans previously mentioned, allowed the
level of the allowance to increase to 1.30% of total loans at December 31,
1998 compared to 1.07% at December 31, 1997. As mentioned above in the loan
discussion, the Company has shifted its lending focus to higher yielding
commercial relationships. This shift, while providing higher earnings
potential, does entail greater risk than traditional residential mortgage
loans. Because of this shift, the overall level of the allowance for loan
losses was increased. Additionally, as can be seen from the allocation of the
allowance, additional weight has been given to the increased risks associated
with the commercial real estate portfolio that is reflected in the real
estate -- mortgage category. Net charge-offs for 1998 were 24 basis points of
average loans outstanding. Although up from 1997's level of 19 basis points,
net charge-offs in 1998 were low and consistent with the Company's
historically low charge-off ratio. At year-end 1998, the Company's allowance
represented 377.12% of non-performing loans compared to 309.66% at year-end
1997.

The allowance for loan losses is provided at a level considered adequate to
provide for potential loan losses and, among other things, is 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 loan
portfolio, evaluation of potential problem loans identified based on existing
circumstances known to management, potential future loan losses on loans to
specific customers or industries and recent loan loss experience.

page    Allegiant Bancorp, Inc.
----------------------------------------------------------------------------
  18               1998 Annual Report   Management's Discussion and Analysis



<PAGE> 10

The following table summarizes the allocation of the allowance for possible
loan losses by major category and identifies the percentage of each loan
category to the total loan portfolio balance:

<TABLE>
   Allocation of the Allowances for Possible Loan Losses

<CAPTION>
                                                                               December 31,
                                              1998               1997              1996               1995               1994
------------------------------------------------------------------------------------------------------------------------------------
                                                 PERCENT            PERCENT           PERCENT            PERCENT           PERCENT
                                      ALLOCATED       OF ALLOCATED       OF ALLOCATED      OF  ALLOCATED      OF ALLOCATED      OF
(IN THOUSANDS OF DOLLARS)              RESERVES    LOANS  RESERVES    LOANS  RESERVES   LOANS   RESERVES   LOANS  RESERVES   LOANS
------------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>     <C>        <C>     <C>        <C>    <C>         <C>    <C>        <C>    <C>
Commercial, financial, agricultural,
  municipal and industrial
  development                            $1,327    25.47%   $1,352    22.67%   $  833   25.73%    $  467   22.32%   $  315   25.00%
Real estate -- construction                 347     7.38       303     5.60       124    3.00        281    4.83        74    4.53
Real estate -- mortgage                   4,105    63.11     2,208    68.36     1,153   67.18        818   68.33       471   65.02
Consumer and other                          162     4.04       179     3.37       142    4.09         90    4.52        93    5.45
Unallocated                                 501       --     1,151       --       848      --        474      --       502      --
------------------------------------------------------------------------------------------------------------------------------------
   Total                                 $6,442   100.00%   $5,193   100.00%   $3,100  100.00%    $2,130  100.00%   $1,455  100.00%
====================================================================================================================================
</TABLE>

The following table summarizes, for the periods indicated, activity in the
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

<CAPTION>
                                                                                    Year ended December 31,
(IN THOUSANDS OF DOLLARS)                                             1998        1997        1996        1995        1994
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>         <C>         <C>         <C>         <C>
Allowance for possible loan losses beginning of year              $  5,193    $  3,100    $  2,130    $  1,455    $    775
Loans charged off:
   Commercial, financial, agricultural,
      municipal and industrial development                            (632)       (536)       (113)       (183)       (165)
   Real estate -- mortgage                                            (447)       (110)       (364)        (82)        (31)
   Consumer                                                           (136)       (113)        (68)        (58)        (10)
   Other loans                                                         (11)         --          --          --          --
-----------------------------------------------------------------------------------------------------------------------------
Total loans charged off                                             (1,226)       (759)       (545)       (323)       (206)
-----------------------------------------------------------------------------------------------------------------------------

Recoveries of loans previously charged off:
   Commercial, financial, agricultural,
      municipal and industrial development                               4          12          54          11          35
   Real estate -- mortgage                                              40          10           3          --          --
   Consumer                                                             11          30          10          10           2
-----------------------------------------------------------------------------------------------------------------------------
Total recoveries                                                        55          52          67          21          37
-----------------------------------------------------------------------------------------------------------------------------
Net loans charged off                                               (1,171)       (707)       (478)       (302)       (169)
-----------------------------------------------------------------------------------------------------------------------------
Acquired subsidiary balance                                             --         403          --          --          --
Provision for possible loan losses                                   2,420       2,397       1,448         977         849
-----------------------------------------------------------------------------------------------------------------------------
Allowance for possible loan losses end of year                    $  6,442    $  5,193    $  3,100    $  2,130    $  1,455
=============================================================================================================================

Loans outstanding:
   Average                                                        $493,619    $365,615    $232,314    $158,503    $ 88,654
   End of year                                                     495,669     484,862     291,926     181,544     121,393
Ratios:
   Net charge-offs to average loans outstanding                       0.24%       0.19%       0.21%       0.19%       0.19%
   Net charge-offs to provision for loan losses                      48.39       29.50       33.01       30.91       19.91
   Provision for loan losses to average loans outstanding             0.49        0.66        0.62        0.62        0.96
   Allowance for loan loss to total loans outstanding                 1.30        1.07        1.06        1.17        1.20
</TABLE>

         1998 Annual Report   Management's Discussion and Analysis      page
         --------------------------------------------------------------------
                              Allegiant Bancorp, Inc.                   19



<PAGE> 11

cont'd  Management's Discussion and Analysis
--------------------------------------------

DEPOSITS

As shown below, total deposits declined $33.875 million or 6.99% in 1998
compared to 1997. As previously mentioned, this decline in year-end numbers
is the result of the sale of branches. This sale reduced total deposits at
December 31, 1998 by $39.992 million. The majority of deposits sold were in
the certificate of deposit category, which caused the decline in certificates
of deposit as a percent of total deposits to 41.55% at December 31, 1998 from
47.79% at December 31, 1997. Absent the sale, deposits would have increased
slightly during 1998.

Average deposits for 1998 were $475.739 million compared to  $366.070 million
in 1997. The increase in average deposits is the result of acquisitions and
deposit purchases that occurred during the third quarter of 1997. The effect
of these 1997 acquisitions increased averages for the full year of 1998.
Changes in the mix of average deposits were concentrated in both categories
of certificates of deposit. On average, retail certificates of deposit
increased as a percentage of total deposits to 47.22% in 1998 from 44.49% in
1997. Certificates of deposit over $100,000 declined to 8.32% of total
deposits in 1998 from 13.21% of total deposits in 1997. The reduction in
large certificates of deposit was the result of management's intent to
replace these rate sensitive funds with core deposits.

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

<CAPTION>

(IN THOUSANDS OF DOLLARS)                              December 31, 1998
---------------------------------------------------------------------------
<S>                                                              <C>
Three months or less                                             $14,387
Over three months through six months                               5,658
Over six months through 12 months                                  5,905
Over 12 months                                                     5,223
---------------------------------------------------------------------------
   Total                                                         $31,173
===========================================================================
</TABLE>

INTEREST RATE SENSITIVITY

The Company's asset/liability strategy is to minimize the sensitivity of
earnings to changes in interest rates while maintaining a net interest margin
within the range of Company objectives. 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.

The Company's pricing policy is that all earning assets and interest bearing
liabilities be either based on floating rates or have a fixed rate not
exceeding five years. Real estate mortgage loans held by the Company, while
having long final maturities, are comprised of one-, two- or three-year
adjustable rate loans. The adjustable basis of these loans significantly
reduces interest rate risk.

<TABLE>
   Deposits

<CAPTION>
                                                                          December 31,
                                                        1998                                   1997
---------------------------------------------------------------------------------------------------------------------
                                                       PERCENT                                PERCENT
                                                      OF TOTAL                               OF TOTAL
(IN THOUSANDS OF DOLLARS)                    AMOUNT   DEPOSITS        RATE          AMOUNT   DEPOSITS        RATE
---------------------------------------------------------------------------------------------------------------------
<S>                                        <C>          <C>           <C>         <C>          <C>           <C>
Demand deposits                            $ 55,417      12.60%         --%       $ 50,060      10.33%         --%
Money market and NOW accounts               142,902      31.58        4.12         115,856      23.91        4.29
Savings deposits                             14,917       3.29        2.57          16,157       3.33        2.89
Certificates of deposit                     187,886      41.55        5.73         231,601      47.79        5.79
Certificates of deposit over $100,000        31,173       6.90        5.55          52,211      10.77        5.55
IRA Certificates                             18,471       4.08        5.96          18,756       3.87        5.95
---------------------------------------------------------------------------------------------------------------------
   Total deposits                          $450,766     100.00%       5.13%       $484,641     100.00%       5.24%
=====================================================================================================================
</TABLE>

page    Allegiant Bancorp, Inc.
----------------------------------------------------------------------------
  20               1998 Annual Report   Management's Discussion and Analysis



<PAGE> 12

As the following table shows, the Company has a slight bias for falling
interest rates in the most immediate time frame. This structure is similar to
the positioning of the Company at the beginning of 1998; however, the bias to
falling rates has been reduced to mitigate the impact of any increases in
short-term rates. The cumulative gap positions in all time frames presented
are well within the Company's asset/liability guidelines.

<TABLE>
<CAPTION>

                                                    ZERO TO THREE     FOUR TO 12  ONE TO FIVE           OVER
(IN THOUSANDS OF DOLLARS)                                  MONTHS         MONTHS        YEARS     FIVE YEARS         TOTAL
------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>            <C>          <C>             <C>          <C>
Earning Assets:
   Loans                                                 $246,622       $ 77,989     $164,213        $ 6,845      $495,669
   Investment securities <F1>                              11,857         23,169       18,838            916        54,780
   Federal funds sold                                       3,430             --           --             --         3,430
------------------------------------------------------------------------------------------------------------------------------
      Total earning assets                               $261,909       $101,158     $183,051        $ 7,761      $553,879
==============================================================================================================================

Funding Sources:
   Money market accounts                                  123,827             --           --             --       123,827
   NOW accounts                                            19,075             --           --             --        19,075
   Savings                                                 14,917             --           --             --        14,917
   Time deposits                                           62,880         65,993       58,636            377       187,886
   Time deposits over $100,000                             15,037         11,865        3,929            342        31,173
   IRAs                                                     4,601          4,645        8,928            297        18,471
   Repurchase agreements                                   13,745            297           --             --        14,042
   Short-term borrowings -- other                              --             --           --             --            --
   Short-term FHLB borrowings                              27,000         12,500           --             --        39,500
   Long-term FHLB borrowings                                   --             --       15,125         11,500        26,625
   Long-term borrowings -- other                               --            500       13,150             --        13,650
------------------------------------------------------------------------------------------------------------------------------
      Total funding sources                              $281,082       $ 95,800     $ 99,768        $12,516      $489,166
==============================================================================================================================

Interest sensitivity gap -- $                            $(19,173)      $  5,358     $ 83,283        $(4,755)     $ 64,713
Interest sensitivity gap -- %                               93.18%        105.59%      183.48%         62.01%       113.23%

Cumulative gap -- $                                      $(19,173)      $(13,815)    $ 69,468        $64,713
Cumulative gap -- %                                         93.18%         96.33%      114.57%        113.23%

Cumulative gap as a percentage of total earning assets      (3.46)%        (2.49)%      12.54%         11.68%

<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>

The following table provides additional information about the Company's
financial instruments. For loans, securities and liabilities with contractual
maturities, the table presents principal cash flow and related weighted-
average interest rates by contractual maturities. Core deposits that have no
contractual maturity are subject to immediate withdrawal or repricing.

<TABLE>
<CAPTION>

                                                                     YEAR OF CONTRACTUAL MATURITY
------------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS)                     1999        2000        2001        2002        2003  THEREAFTER       TOTAL
------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>          <C>         <C>         <C>         <C>         <C>        <C>
RATE SENSITIVE ASSETS:
Fixed rate loans                          $ 70,498     $63,377     $56,938     $25,309     $24,468     $ 6,845    $247,435
   Average interest rate                      8.07%       8.48%       8.40%       8.40%       8.29%       8.35%       8.37%
Variable rate loans                       $155,556     $31,913     $15,494     $ 8,594     $16,202     $20,475    $248,234
   Average interest rate                      8.45%       8.01%       8.24%       8.50%       7.78%       8.40%       8.33%
Fixed rate securities                     $  7,739     $ 6,450     $ 4,403     $ 5,223     $10,240     $ 8,629    $ 42,684
   Average interest rate                      6.11%       6.34%       6.00%       6.09%       5.62%       5.98%       5.98%
Variable rate securities                        --     $ 4,000          --          --          --     $ 8,096    $ 12,096
   Average interest rate                        --        4.85%         --          --          --        6.82%       6.17%
Federal funds sold and other
   Overnight investments                  $  3,430          --          --          --          --          --    $  3,430
   Average interest rate                      4.55%         --          --          --          --          --        4.55%

RATE SENSITIVE LIABILITIES:
Non-interest-bearing deposits             $ 55,417          --          --          --          --          --    $ 55,417
Savings and interest-bearing checking     $157,819          --          --          --          --          --    $157,819
   Average interest rate                      3.89%         --          --          --          --          --        3.89%
Time deposits                             $165,021     $41,452     $18,513     $ 6,126     $ 5,402     $ 1,016    $237,530
   Average interest rate                      5.48%       5.41%       5.79%       5.96%       5.67%       6.12%       5.51%
Fixed interest rate borrowings            $ 17,042     $20,000     $12,650     $   625     $ 1,500     $42,000    $ 93,817
   Average interest rate                      4.19%       5.70%       7.00%       5.87%       5.62%       5.01%       5.29%
</TABLE>


         1998 Annual Report   Management's Discussion and Analysis      page
         --------------------------------------------------------------------
                              Allegiant Bancorp, Inc.                   21



<PAGE> 13

cont'd  Management's Discussion and Analysis
--------------------------------------------

LIQUIDITY MANAGEMENT

Long-term liquidity is a function of the core deposit base and an adequate
capital base. The Company is committed to growth of its core deposit base.
This growth is both internally generated through product pricing and product
development and externally generated through acquisition. During 1998, both
of these elements contributed heavily to developing and maintaining long-term
liquidity. The capital position of the Company has been maintained through
earnings retention and raising of capital. See "Capital Resources."

Short-term liquidity needs arise from continuous fluctuations in the flow of
funds on both sides of the balance sheet resulting from growth, seasonal, and
cyclical customer demands. The securities portfolio provides stable long-term
earnings as well as being a primary source of liquidity. The designation of
securities as available-for-sale and held-to-maturity does not impact the
portfolio as a source of liquidity due to the ability to transact repurchase
agreements using those securities.

Average short-term borrowings were virtually unchanged in comparing 1998
levels to 1997 levels. The 1998 level was also consistent throughout the year
with only small quarterly fluctuations in average balances. Due to favorable
rate differentials, slightly more repurchase agreements and borrowings from
the Federal Home Loan Bank (FHLB) were utilized instead of federal funds
being purchased. The Company experienced strong loan demand during 1998 and
anticipates the continuation of this demand during 1999. Based on this
demand, the Company expects to continue to utilize borrowings from the FHLB
as a funding vehicle in advance of the slower growth rate obtainable in core
deposits.

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

<TABLE>
   Average Short-Term Borrowings

<CAPTION>
                                                                            Year ended December 31,
                                                              1998                   1997                     1996
---------------------------------------------------------------------------------------------------------------------------
                                                        AVERAGE AVERAGE         AVERAGE AVERAGE         AVERAGE AVERAGE
(IN THOUSANDS OF DOLLARS)                               BALANCE    RATE         BALANCE    RATE         BALANCE    RATE
---------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>        <C>          <C>        <C>          <C>        <C>
Federal funds purchased                                 $ 1,272    5.56%        $ 2,851    5.14%        $ 2,737    5.33%
Securities sold under agreement to repurchase
   and other short-term borrowings                       51,583    4.95          49,851    5.51          24,744    5.65
---------------------------------------------------------------               ---------               ---------
Total                                                   $52,855    4.96%        $52,702    5.49%        $27,481    5.61%
===============================================================               =========               =========

Maximum short-term borrowings outstanding
   at any month-end during the year                     $63,449                 $71,496                 $51,060
</TABLE>

CAPITAL RESOURCES

Total shareholders' equity was $48.104 million at December 31, 1998, an
increase of 14.34% over 1997's level of $42.071 million which represented an
increase of 156.75% compared to year-end 1996. The increase in total equity
is the result of earnings retention and the exercise of stock options and
warrants. The increase in 1997 was the result of two common stock rights
offerings and an acquisition effected by the issuance of common stock. Total
shareholders' equity has increased at a five-year compound growth rate of
45.07%.

Average shareholders' equity showed a substantial increase of 76.82% during
1998 compared to 1997. Shareholders' equity averaged $44.721 million during
1998 compared to $25.292 million in 1997. The large increase in average
equity is related to the timing of the events during 1997 mentioned above.
The acquisition occurred during the third quarter of 1997 and one of the
rights offerings was completed during December of 1997. The average for 1998
therefore includes a full year's effect of these transactions compared to
only a partial effect on 1997 averages. Average shareholders' equity has
increased at a five-year compound growth rate of 57.52%. The Company's
average equity to asset ratio improved to 7.22% in 1998 from 5.46% in 1997.

Dividends paid during 1998 were $0.12, an increase of 50.00% compared to the
$0.08 paid during 1997 which was a 33.33% increase over the $0.06 paid in
1996. The Company's dividend payout ratio was 20.22% in 1998 compared to
13.77% during 1997 and 10.34% in 1996.

The Company also analyzes its capital and the capital position of its
subsidiaries in terms of regulatory risked-based capital guidelines. This
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. Management believes that, as of December
31, 1998 the Company and its subsidiaries met all capital adequacy
requirements.

As of December 31, 1998, the Company and the Bank's capital ratios were as
follows:

<TABLE>
<CAPTION>

                                                 COMPANY    ALLEGIANT BANK
------------------------------------------------------------------------------
<S>                                                 <C>              <C>
Total capital (to risk-weighted assets)             8.68%            10.93%
Tier 1 capital (to risk-weighted assets)            7.42              9.68
Tier 1 capital (to average assets)                  5.83              7.61
</TABLE>

page    Allegiant Bancorp, Inc.
----------------------------------------------------------------------------
  22               1998 Annual Report   Management's Discussion and Analysis



<PAGE> 14

   Impact of Year 2000

GENERAL DESCRIPTION OF THE YEAR 2000 ISSUE AND COMPANY READINESS

The Year 2000 issue is a result of computer programs being written using two
digits rather than four digits to define the applicable year. Any of the
Company's computer programs or hardware that have date-sensitive software or
embedded chips may recognize a date using "00" as the year 1900 rather than
the year 2000. This could result in a system failure or miscalculations
causing disruptions of operations including, among other things, a temporary
inability to process transactions, or engage in similar normal business
activities. To mitigate the risk of disruption, a Year 2000 plan has been
developed and implemented. The plan is comprised of five phases, with
completion of all five necessary to protect the Company against potential
Year 2000 failures.

The Company's plan to resolve the Year 2000 issue involves the following five
phases: awareness, assessment, remediation, testing, and implementation.
During the awareness phase, a comprehensive strategy for addressing the Year
2000 issue was formulated. The Company has fully completed its assessment of
all systems that could be significantly affected by the Year 2000. The
completed assessment indicated that most of the significant information
technology systems could be affected, including the loan, deposit, general
ledger, and billing systems. All software and hardware systems have been
provided by third party vendors; therefore, the remediation of systems
primarily involves the installation of upgraded systems that have been
certified by the vendor as Year 2000 compliant. The Company is in the process
of testing all hardware and software systems to validate that systems have
been renovated. In addition, testing will validate the compatibility of
system interfaces. After all testing is completed, all systems will be
implemented, which will include certification that all systems are Year 2000
compliant.

YEAR 2000 STATUS, INCLUDING TIMETABLE FOR COMPLETION

To date, the awareness and assessment phases are 100% complete. The
remediation phase is substantially complete, with only one less significant
software system requiring an upgrade. It is anticipated that this system will
be upgraded no later than April 30, 1999. Testing of the Company's systems
are accomplished after upgrades are provided by and certified as Year 2000
compliant by a third party vendor. To date, approximately 80% of all internal
systems have been tested. Testing the mission critical systems was
substantially complete as of December 31, 1998. It is anticipated that
testing of all systems will be substantially completed by April 30, 1999,
with the implementation phase to be completed by May 31, 1999.

IMPORTANCE TO THIRD PARTIES AND THEIR EXPOSURE TO THE YEAR 2000

The Company has some systems that interface directly with significant third
party vendors. This would include the Electronic Fund Transfer (EFT) systems
related to wire transfers, automated teller machine and debit card
transactions, in addition to Trust system software. These third parties have
completed or are in the process of making their systems Year 2000 compliant.
The Company is in the process of working with these third party vendors to
ensure that the third party systems interface properly with the Company's
systems. Testing for these systems will be accomplished using actual and
proxy testing. Proxy testing is testing that takes place in a controlled
environment using similar software/hardware that the Company and third party
vendors utilize. These tests are anticipated to be completed by April 30,
1999.

The Company has also gathered information about the Year 2000 compliance
status of customers with significant credit relationships. In addition,
significant suppliers and other third parties that do not share information
with the Company's systems (external agents) have been queried to assess
their Year 2000 status. To date, there is no evidence of any Year 2000 risk
related to significant customers or external agents that would materially
impact the Company's operations, liquidity, or capital resources.  However,
the company has no means of ensuring that these entities will be Year 2000
ready. The inability of third parties and external agents to complete their
Year 2000 resolution process in a timely fashion, could materially impact the
Company. The effect of non-compliant third parties and external agents is not
determinable.

YEAR 2000 COSTS

The Company will utilize both internal and external resources to reprogram,
replace, test, and implement the software and operating equipment for Year
2000 modifications. The total cost of the Year 2000 project is estimated at
$232,000 and is being funded through operating cash flows. To date, the
Company has incurred approximately $187,000 ($92,000 expensed and $95,000
capitalized for new systems and equipment) related to all phases of the Year
2000 project. The total remaining project costs, which approximates $45,000,
is attributable to the testing and validation phases of the project and will
be expensed as incurred.

OVERALL YEAR 2000 RISKS

Management believes it has an effective program in place to resolve the Year
2000 issue in a timely manner. As noted above, all necessary phases of the
Year 2000 program have not yet been completed. In the event that additional
phases are not completed, the Company could experience system failures that
would have a significant impact on the Company's financial condition. In
addition, disruptions in the economy generally resulting from Year 2000
issues could also materially adversely affect the Company. The Company could
be subject to litigation for computer system product failures. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.

CONTINGENCY PLANNING

The Company has contingency plans for certain mission critical applications
and is working on such plans for all other systems. These contingency plans
involve, among other actions, manual workarounds and adjusting staffing
strategies. In addition, funding plans are being developed to insure that
adequate levels of liquid assets are available in the event of significant
customer withdrawals of cash items as a result of Year 2000 issues.

         1998 Annual Report   Management's Discussion and Analysis      page
         --------------------------------------------------------------------
                              Allegiant Bancorp, Inc.                   23



<PAGE> 15

Statement by Management and
Report of Independent Auditors

   Statement by Management

The financial statements and related financial information presented here
were prepared by management in accordance with generally accepted accounting
principles and include amounts that are based on management's best estimates
and judgements. The Company maintains an accounting system and related
controls that are sufficient to provide reasonable assurance that assets are
safeguarded and that transactions are properly authorized and recorded. The
concept of reasonable assurance is based on the recognition that the cost of
an accounting and control system must be related to the benefits derived. The
accounting system and related controls are monitored by an internal audit
program and by the Company's independent auditors in accordance with
generally accepted auditing standards. The Company's internal auditor and
independent auditors meet regularly with the Audit Committee of the Board of
Directors to ensure that respective responsibilities are being properly
discharged and to discuss the results of examinations.


   Report of Independent Auditors

Shareholders and Board of Directors
Allegiant Bancorp, Inc.

We have audited the accompanying consolidated balance sheet of Allegiant
Bancorp, Inc. as of December 31, 1998 and the related consolidated statements
of income, shareholders' equity, and cash flows for the year 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 audit. The consolidated balance sheets as of December
31, 1997 and 1996, and the related consolidated statements of income,
shareholders' equity and cash flows for the two-year period ended December
31, 1997, were audited by other auditors whose report dated March 13, 1998
expressed an unqualified opinion on those statements.

We conducted our audit 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 audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Allegiant
Bancorp, Inc. at December 31, 1998 and the consolidated results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

/s/ Ernst & Young LLP


St. Louis, Missouri
January 21, 1999

page    Allegiant Bancorp, Inc.
------------------------------------------------------------------
  24    1998 Annual Report   Statement by Management and Report of
                             Independent Auditors



<PAGE> 16

<TABLE>
Consolidated Balance Sheets

<CAPTION>
                                                                                                     December 31,
(IN THOUSANDS OF DOLLARS)                                                                   1998           1997           1996
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>            <C>            <C>
ASSETS:
Cash and due from banks                                                                 $ 13,693       $ 14,872       $  7,554
Federal funds sold and other overnight investments                                         3,430          1,600         10,775
Investment securities:
   Available-for-sale (at estimated market value)                                         42,740         44,918         22,073
   Held-to-maturity (estimated market value of $12,132 in
     1998, $32,146 in 1997 and $38,500 in 1996)                                           12,040         31,951         38,487
Loans, net of allowance for possible loan losses of $6,442
   in 1998, $5,193 in 1997 and $3,100 in 1996                                            489,227        479,669        288,826
Premises and equipment                                                                    11,010         10,801          5,514
Accrued interest and other assets                                                         11,438         10,837          4,055
Intangible assets                                                                         12,696         13,589            280
---------------------------------------------------------------------------------------------------------------------------------
Total assets                                                                            $596,274       $608,237       $377,564
=================================================================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY:
Deposits:
   Non-interest bearing                                                                 $ 55,417       $ 50,060       $ 29,406
   Interest bearing                                                                      364,176        382,370        228,439
   Certificates of deposit of $100,000 or more                                            31,173         52,211         50,825
---------------------------------------------------------------------------------------------------------------------------------
Total deposits                                                                           450,766        484,641        308,670
---------------------------------------------------------------------------------------------------------------------------------
Short-term borrowings                                                                     53,542         53,579         36,137
Long-term debt                                                                            40,275         23,275         14,663
Accrued expenses and other liabilities                                                     3,587          4,671          1,708
---------------------------------------------------------------------------------------------------------------------------------
Total liabilities                                                                        548,170        566,166        361,178

Shareholders' equity:
   Common Stock, $.01 par value -- authorized
   7,800,000 shares; issued 6,536,164 shares, 6,111,743 shares
   and 3,405,696 shares, respectively                                                         65             61             34
Capital surplus                                                                           41,898         39,484         15,972
Retained earnings                                                                          6,058          2,441            357
Net unrealized appreciation on securities available-
   for-sale (net of tax)                                                                      83             85             23
---------------------------------------------------------------------------------------------------------------------------------
Total shareholders' equity                                                                48,104         42,071         16,386
---------------------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity                                              $596,274       $608,237       $377,564
=================================================================================================================================

See accompanying notes to consolidated financial statements.
</TABLE>

                1998 Annual Report   Consolidated Balance Sheets         page
                -------------------------------------------------------------
                                     Allegiant Bancorp, Inc.             25



<PAGE> 17

<TABLE>
Consolidated Statements of Income

<CAPTION>
                                                                                                Years ended December 31,
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)                                         1998           1997           1996
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>            <C>            <C>
Interest income:
   Interest and fees on loans                                                            $44,412        $33,473        $21,428
   Investment securities                                                                   4,295          3,966          3,477
   Federal funds sold and overnight investments                                              511            326            151
---------------------------------------------------------------------------------------------------------------------------------
Total interest income                                                                     49,218         37,765         25,056
---------------------------------------------------------------------------------------------------------------------------------

Interest expense:
   Interest on deposits                                                                   21,948         17,253         12,060
   Interest on short-term borrowings                                                       2,625          2,895          1,542
   Interest on long-term debt                                                              2,694          1,318          1,397
---------------------------------------------------------------------------------------------------------------------------------
Total interest expense                                                                    27,267         21,466         14,999
---------------------------------------------------------------------------------------------------------------------------------
Net interest income                                                                       21,951         16,299         10,057

Provision for possible loan losses                                                         2,420          2,397          1,448
---------------------------------------------------------------------------------------------------------------------------------
Net interest income after provision for possible loan losses                              19,531         13,902          8,609
---------------------------------------------------------------------------------------------------------------------------------

Other income:
   Service charges on deposits                                                             1,387            913            612
   Net gain on sale of securities                                                             68              2             49
   Other income                                                                            7,869          2,383            732
---------------------------------------------------------------------------------------------------------------------------------
Total other income                                                                         9,324          3,298          1,393
---------------------------------------------------------------------------------------------------------------------------------

Other expenses:
   Salaries and employee benefits                                                          9,663          6,192          3,455
   Occupancy and furniture and equipment                                                   3,275          1,681          1,137
   Other expenses                                                                          8,357          5,196          2,427
---------------------------------------------------------------------------------------------------------------------------------
Total other expenses                                                                      21,295         13,069          7,019
---------------------------------------------------------------------------------------------------------------------------------

Income before income taxes                                                                 7,560          4,131          2,983
Provision for income taxes                                                                 3,026          1,716          1,175
---------------------------------------------------------------------------------------------------------------------------------

Net income                                                                               $ 4,534        $ 2,415        $ 1,808
=================================================================================================================================

   Basic earnings per share                                                              $  0.72        $  0.54        $  0.55

   Diluted earnings per share                                                               0.68           0.49           0.48

See accompanying notes to consolidated financial statements.
</TABLE>

page    Allegiant Bancorp, Inc.
--------------------------------------------------------------------------
  26                1998 Annual Report   Consolidated Statements of Income



<PAGE> 18

<TABLE>
Consolidated Statements of Shareholders' Equity

<CAPTION>
                                                                                       ACCUMULATED
                                                 COMMON STOCK                                OTHER          TOTAL
                                               ----------------   CAPITAL  RETAINED  COMPREHENSIVE  SHAREHOLDERS' COMPREHENSIVE
(IN THOUSANDS OF DOLLARS)                        SHARES    PAR    SURPLUS  EARNINGS         INCOME         EQUITY        INCOME
------------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>          <C>    <C>        <C>              <C>         <C>            <C>
Balance, January 1, 1996
as originally reported                        1,989,033    $20    $13,542    $  467           $(91)       $13,938
   Reflect 5-for-4 stock split                  497,259      5         (5)       --             --             --
   Reflect 6-for-5 stock split                  497,259      5         (5)       --             --             --
------------------------------------------------------------------------------------------------------------------------------------
Adjusted January 1, 1996                      2,983,551     30     13,532       467            (91)        13,938
   Net income                                        --     --         --     1,808             --          1,808        $1,808
   Change in net unrealized gains (losses)
      on available-for-sale securities               --     --         --        --            114            114           114
------------------------------------------------------------------------------------------------------------------------------------
   Comprehensive income                                                                                                  $1,922
------------------------------------------------------------------------------------------------------------------------------------
   Cash dividends declared                           --     --          -      (187)            --           (187)
Issuance of Common Stock for:
      Stock dividend declared                   309,518      3      1,728    (1,731)            --             --
      Conversion of subordinated debentures      86,592      1        503        --             --            504
      Exercise of stock warrants/options         17,771     --         25        --             --             25
      Various stock issuance plans                8,264     --        184        --             --            184
------------------------------------------------------------------------------------------------------------------------------------
Balance December 31, 1996                     3,405,696     34     15,972       357             23         16,386
   Net income                                        --     --         --     2,415             --          2,415        $2,415
   Change in net unrealized gains (losses)
      on available-for-sale securities               --     --         --        --             62             62            62
------------------------------------------------------------------------------------------------------------------------------------
   Comprehensive income                                                                                                  $2,477
------------------------------------------------------------------------------------------------------------------------------------
   Cash dividends declared                           --     --         --      (331)            --           (331)
Issuance of Common Stock for:
      Rights offerings                        1,523,037     15     11,226        --             --         11,241
      Acquisition of Reliance Financial, Inc.   898,689      9     10,578        --             --         10,587
      Exercise of stock warrants/options        260,414      3      1,509        --             --          1,512
      Various stock issuance plans               23,907     --        199        --             --            199
------------------------------------------------------------------------------------------------------------------------------------
Balance December 31, 1997                     6,111,743     61     39,484     2,441             85         42,071
   Net income                                        --     --         --     4,534             --          4,534        $4,534
   Change in net unrealized gains (losses)
      on available-for-sale securities               --     --         --        --             (2)            (2)           (2)
------------------------------------------------------------------------------------------------------------------------------------
   Comprehensive income                                                                                                  $4,532
------------------------------------------------------------------------------------------------------------------------------------
   Cash dividends declared                           --     --         --      (917)            --           (917)
Issuance of Common Stock for:
      Exercise of stock warrants/options        384,785      4      2,112        --             --          2,116
      Various stock issuance plans               39,636     --        302        --             --            302
------------------------------------------------------------------------------------------------------------------------------------
Balance December 31, 1998                     6,536,164    $65    $41,898    $6,058           $ 83        $48,104
====================================================================================================================================

<CAPTION>
                                                    Year ended December 31
(IN THOUSANDS OF DOLLARS)                          1998      1997      1996
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>       <C>      <C>
Reclassification adjustments:
   Unrealized gains (losses) on
      available-for-sale securities                 $39       $63      $144
   Less:
      Reclassification adjustment for gains
      realized included in net income                41         1        30
------------------------------------------------------------------------------------------------------------------------------------
   Net unrealized gains (losses) on
      available-for-sale securities                 $(2)      $62      $114
====================================================================================================================================

See accompanying notes to consolidated financial statements.
</TABLE>

  1998 Annual Report   Consolidated Statements of Shareholders' Equity   page
  ---------------------------------------------------------------------------
                              Allegiant Bancorp, Inc.                    27



<PAGE> 19

<TABLE>
Consolidated Statements of Cash Flows

<CAPTION>
                                                                                          Years ended December 31,
(IN THOUSANDS OF DOLLARS)                                                            1998           1997           1996
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>            <C>            <C>
OPERATING ACTIVITIES:
   Net income                                                                   $   4,534      $   2,415      $   1,808
Adjustments to reconcile net income to
   net cash provided by operating activities:
      Depreciation and amortization                                                 4,366          1,057            536
      Provision for possible loan losses                                            2,420          2,397          1,448
      Net realized gains on securities available-for-sale                             (68)            (2)           (49)
      Deferred tax benefit                                                           (496)          (685)          (282)
      Net gain on sale of mortgage loans                                           (1,112)            --             --
      Net gain on disposition of branches                                          (2,370)            --             --
Changes in assets and liabilities:
      Accrued interest receivable and other assets                                    811         (1,077)          (938)
      Accrued expenses and other liabilities                                         (745)           623            768
--------------------------------------------------------------------------------------------------------------------------
      Cash provided by operating activities                                         7,340          4,728          3,291
--------------------------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES:
   Net cash received in acquisition of Reliance Financial, Inc.                        --          1,533             --
   Net cash received in acquisition of branches                                        --         83,596             --
   Net cash paid in disposition of branches                                       (22,662)
   Proceeds from maturities of securities held-to-maturity                         22,885         17,019         41,343
   Purchase of investment securities held-to-maturity                              (2,974)       (10,396)       (25,279)
   Proceeds from maturities of securities available-for-sale                       87,840         25,020         36,797
   Proceeds from sales of securities available-for-sale                             8,989          2,949          3,882
   Purchase of investments securities available-for-sale                          (94,586)       (39,211)       (34,457)
   Loans made to customers, net of repayments                                    (102,815)      (175,387)      (120,070)
   Proceeds from sale of mortgage loans                                            78,374             --             --
   Purchases of assets held for operating leases, net                              (2,959)        (2,992)            --
   Additions to premises and equipment                                             (3,186)        (4,710)        (1,574)
--------------------------------------------------------------------------------------------------------------------------
      Cash used in investing activities                                           (31,094)      (102,579)       (99,358)
--------------------------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES:
   Net increase in deposits                                                         5,201         57,518         77,362
   Net increase in short-term borrowings                                              338         17,442         22,029
   Proceeds from issuance of long-term debt                                        31,150          8,625             --
   Repayment of long-term debt                                                    (13,650)           (13)        (4,552)
   Proceeds from issuance of common stock                                           2,283         12,753             61
   Payment of dividends                                                              (917)          (331)          (187)
--------------------------------------------------------------------------------------------------------------------------
      Cash provided by financing activities                                        24,405         95,994         94,713
--------------------------------------------------------------------------------------------------------------------------
   Net increase (decrease) in cash and cash equivalents                               651         (1,857)        (1,354)
   Cash and cash equivalents, beginning of year                                    16,472         18,329         19,683
--------------------------------------------------------------------------------------------------------------------------
   Cash and cash equivalents, end of year                                       $  17,123      $  16,472      $  18,329
==========================================================================================================================

See accompanying notes to consolidated financial statements.
</TABLE>


page    Allegiant Bancorp, Inc.
---------------------------------------------------------------------------
  28             1998 Annual Report   Consolidated Statements of Cash Flows



<PAGE> 20

Notes to Consolidated Financial Statements

Note  1
-------------------------
      Accounting Policies

BASIS OF PRESENTATION. The accompanying consolidated financial statements
include the accounts of Allegiant Bancorp, Inc. (the "Company") and its
subsidiaries. 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. The significant accounting policies are
summarized below.

BUSINESS. The Company's bank subsidiary (the "Bank") provides a full range of
banking services to individual and corporate customers in the St. Louis,
Missouri metropolitan area. The Bank is subject to intense competition from
other financial institutions. The Bank also is subject to the regulations of
certain federal and state agencies and undergoes periodic examination by
those regulatory authorities.

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.

RECLASSIFICATIONS. Certain reclassifications have been made to the 1996 and
1997 financial statements to conform to the 1998 presentation. These
reclassifications had no effect on net income.

INVESTMENT SECURITIES. Securities are classified as held-to-maturity or
available-for-sale. Only those securities which management has the intent and
ability to hold to maturity are classified as held-to-maturity and are
reported at amortized cost. Securities that are purchased with the intent to
hold for an indefinite period of time, including securities that management
intends to use as part of its asset/liability strategy or that may be sold to
meet liquidity needs, are classified as available-for-sale securities.
Available-for-sale securities are reported at fair value with unrealized
gains and losses, net of related deferred income taxes, reported in other
comprehensive income. Interest and dividends on securities, including
amortization of premium and accretion of discounts, are reported in interest
income using the interest method. Realized securities gains or losses are
reported in the Consolidated Statements of Income. Gains and losses on
securities are determined on an identified certificate basis.

LOANS HELD-FOR-SALE. In its lending activities, the Company originates
residential mortgage loans intended for sale in the secondary market. Loans
held-for-sale are carried at the lower of cost or fair value, which is
determined on an aggregate basis. Gains or losses on the sale of loans held-
for-sale are determined on a specific identification method.

LOANS. Interest income on loans is generally accrued on a simple interest
basis. Loan fees and direct costs of loan originations are deferred and
amortized over the estimated life of the loans under methods approximating
the interest method.

When, in management's opinion, the collection of interest on a loan will not
be collected in the normal course of business, or when either principal or
interest is past due over 90 days, that loan is generally placed on a non-
accrual status. When a loan is placed on non-accrual status, accrued interest
for the current year is reversed and charged against current earnings, and
accrued interest from prior years is charged against the reserve for possible
loan losses. Interest payments received on non-accrual loans are applied to
principal if there is doubt as to the collectibility of such principal;
otherwise, these receipts are recorded as interest income. A loan remains on
non-accrual status until the loan is current as to payment of both principal
and interest, and/or the borrower demonstrates the ability to pay and remain
current.

All non-accrual and renegotiated commercial-related loans are considered
impaired. Impaired loans are measured based on the present value of expected
future cash flows discounted at the loan's effective interest rate, or at the
loan's observable market price, or the fair value of the collateral, if the
loan is collateral dependent.

ALLOWANCE FOR LOAN LOSSES. The allowance for loan losses is increased by the
provision charged to expense 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 borrowers' ability to
repay, the estimated value of any underlying collateral and current economic
conditions.

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 expense as incurred.

REAL ESTATE OWNED. Real estate acquired in foreclosure or other 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 the date of transfer. Any adjustment to fair market value at the date
of transfer is charged against the allowance for loan losses. Subsequent
write-downs are charged to operating expense including charges relating to
operating, holding or disposing of the property. Real estate owned was
approximately $0, $330,000, and $0 at December 31, 1998, 1997 and 1996,
respectively.

INTANGIBLE ASSETS. Intangible assets consist primarily of goodwill and
mortgage servicing assets. Goodwill, the excess of cost over the net assets
acquired in business combinations accounted for as purchases, is amortized
using the straight-line method over the estimated period to be benefited, but
not exceeding 15 years. Management reviews goodwill for possible impairment
if there is a significant event that detrimentally affects operations.
Impairment is measured using estimates of the discounted future earnings
potential of the entity or assets acquired.


   1998 Annual Report   Notes to Consolidated Financial Statements       page
   --------------------------------------------------------------------------
                            Allegiant Bancorp, Inc.                      29



<PAGE> 21

cont'd  Notes to Consolidated Financial Statements
--------------------------------------------------

Mortgage servicing assets represent recorded value associated with the
contractual right to service loans in return for a fee. These assets may be
purchased and recorded at fair value or result from the sale of loans, where
servicing is retained and recorded at an allocated carrying amount based on
the relative fair value of the assets sold. This intangible is amortized
using the level-yield method over the estimated lives of the related loans.
The carrying value of mortgage servicing assets is subject to periodic
adjustment based upon changing market conditions. At December 31, 1998, the
Company had no capitalized mortgage servicing assets compared to $182,000 at
December 31, 1997 and $280,000 at December 31, 1996.

INCOME TAXES. Income taxes are accounted for under the 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.

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

NEW ACCOUNTING PRONOUNCEMENTS. Effective January 1, 1998, the Company adopted
the Financial Accounting Standards Board ("FASB") Statement of Financial
Accounting Standards ("SFAS") No. 130, Reporting Comprehensive Income. SFAS
No. 130 requires the reporting of comprehensive income and its components in
the 1998 financial statements. Comprehensive income is defined as the change
in equity from transactions and other events and circumstances from non-owner
sources, and excludes investments by and distributions to owners.
Comprehensive income also includes net income and other items of
comprehensive income meeting the above criteria. The Company's most
significant component of other comprehensive income is the unrealized holding
gains and losses on available-for-sale securities.

Effective January 1, 1998, the Company adopted the Financial Accounting
Standards Board's SFAS No. 131, Disclosures about Segments of an Enterprise
and Related Information (Statement 131). Statement 131 superseded FASB
Statement No. 14, Financial Reporting for Segments of a Business Enterprise.
Statement 131 establishes standards for the way that public business
enterprises report information about operating segments in annual financial
statements and requires that those enterprises report selected information
about operating segments in interim financial reports. Statement 131 also
establishes standards for related disclosures about products and services,
geographic areas and major customers. Based on an analysis of Statement 131,
the Company has one operating segment; therefore, no additional disclosures
of segment information are presented. The adoption of Statement 131 did not
affect results of operations or financial position.

In June 1998, the FASB issued Statement No. 133, Accounting for Derivative
Instruments and Hedging Activities. The Company expects to adopt the new
statement effective January 1, 2000. Statement 133 will require the Company
to recognize all derivatives on the balance sheet at fair value. The Company
does not anticipate that the adoption of Statement 133 will have a
significant effect on its results of operations or financial position.

Note  2
-----------------------------------
      Acquisitions and Divestitures

In August 1997, the Company acquired all the outstanding capital stock of
Reliance Financial, Inc. in exchange for 599,126 shares of the Company's
Common Stock. In September 1997, the Company purchased two bank branch
offices from Roosevelt Bank. As part of the agreement, the Company assumed
deposits of $96.076 million in exchange for loans of $3.017 million, premises
and equipment of $537,000 and cash of $84.035 million. Total goodwill and
core deposit intangible assets recorded by the Company in connection with
this acquisition were $8.833 million. Both acquisitions were recorded using
the purchase method of accounting. Results of operations of companies and
branches acquired in purchase business combinations are included from the
date of acquisition.

In December 1998, the Company sold three out-of-market branches to another
financial institution. The book value of assets disposed of totaled $17.492
million, the book value of liabilities transferred totaled $39.992 million
and the net cash paid for the divestiture was $22.662 million. A $2.370
million gain was recognized from the sale.

page    Allegiant Bancorp, Inc.
-----------------------------------------------------------------------------
  30          1998 Annual Report   Notes to Consolidated Financial Statements



<PAGE> 22

Note  3
---------------------------
      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:

<TABLE>
<CAPTION>
                                                                       December 31, 1998
---------------------------------------------------------------------------------------------------------------------------------
                                         SECURITIES AVAILABLE-FOR-SALE                    SECURITIES HELD-TO-MATURITY
---------------------------------------------------------------------------------------------------------------------------------
                                                 GROSS      GROSS                               GROSS       GROSS
                                 AMORTIZED  UNREALIZED UNREALIZED         FAIR   AMORTIZED  UNREALIZED UNREALIZED         FAIR
(IN THOUSANDS OF DOLLARS)             COST       GAINS     LOSSES        VALUE        COST       GAINS     LOSSES        VALUE
---------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>            <C>       <C>        <C>         <C>            <C>       <C>        <C>
U.S. government and
   agency securities               $29,269        $217      $ (51)     $29,436     $ 7,585        $ 30      $ (21)     $ 7,595
State and municipal securities         598           9         --          606         858          28         --          886
Mortgage-backed securities           8,360          38        (65)       8,333       3,597          55         --        3,651
Federal Home Loan Bank stock         3,574          --         --        3,574          --          --         --           --
Other securities                       791          --         --          791          --          --         --           --
---------------------------------------------------------------------------------------------------------------------------------
Total                              $42,592        $264      $(116)     $42,740     $12,040        $113      $ (21)     $12,132
=================================================================================================================================

<CAPTION>
                                                                       December 31, 1997
---------------------------------------------------------------------------------------------------------------------------------
                                         SECURITIES AVAILABLE-FOR-SALE                    SECURITIES HELD-TO-MATURITY
---------------------------------------------------------------------------------------------------------------------------------
                                                 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               $26,545        $106      $  (9)     $26,642     $21,712        $ 50      $(131)     $21,631
State and municipal securities         597          --         --          597         966          24         --          990
Mortgage-backed securities           9,243          33         (1)       9,275       9,273         253         (1)       9,525
Federal Home Loan Bank stock         7,033          --         --        7,033          --          --         --           --
Other securities                     1,371          --         --        1,371          --          --         --           --
---------------------------------------------------------------------------------------------------------------------------------
Total                              $44,789        $139      $ (10)     $44,918     $31,951        $327      $(132)     $32,146
=================================================================================================================================

<CAPTION>
                                                                       December 31, 1996
---------------------------------------------------------------------------------------------------------------------------------
                                         SECURITIES AVAILABLE-FOR-SALE                    SECURITIES HELD-TO-MATURITY
---------------------------------------------------------------------------------------------------------------------------------
                                                 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               $15,432        $ 28      $ (64)     $15,396     $21,096        $ 35      $(229)     $20,902
State and municipal securities          --          --         --           --       1,199          20         --        1,219
Mortgage-backed securities           1,939          71         --        2,010      16,192         227         --       16,419
Federal Home Loan Bank stock         4,462          --         --        4,462          --          --         --           --
Other securities                       205          --         --          205          --          --         --           --
---------------------------------------------------------------------------------------------------------------------------------
Total                              $22,038        $ 99      $ (64)     $22,073     $38,487        $282      $(229)     $38,540
=================================================================================================================================
</TABLE>

     1998 Annual Report   Notes to Consolidated Financial Statements     page
     ------------------------------------------------------------------------
                               Allegiant Bancorp, Inc.                   31



<PAGE> 23

cont'd  Notes to Consolidated Financial Statements
--------------------------------------------------

Gross realized gains and losses on the sale of securities available-for-sale
were $71,000 and $3,000, respectively, in 1998, $15,000 and $13,000,
respectively, in 1997, and $56,000 and $7,000, respectively, in 1996.

Held-to-maturity and available-for-sale securities with a carrying value of
$33.579 million, $47.373 million and $52.121 million at December 31, 1998,
1997 and 1996, respectively, were pledged to secure public deposits and
short-term borrowings.

The contractual maturities of securities held-to-maturity and securities
(other than Federal Home Loan Bank stock and other  investments) available-
for-sale at December 31, 1998 were as follows:

<TABLE>
<CAPTION>
                                                                                    December 31, 1998
                                                                         SECURITIES                    SECURITIES
                                                                     AVAILABLE-FOR-SALE             HELD-TO-MATURITY
---------------------------------------------------------------------------------------------------------------------------
                                                                 AMORTIZED            FAIR      AMORTIZED           FAIR
(IN THOUSANDS OF DOLLARS)                                             COST           VALUE           COST          VALUE
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>             <C>            <C>            <C>
Due in one year or less                                            $ 5,503         $ 5,538        $ 1,818        $ 1,829
Due from one year to five years                                     21,561          21,646          6,294          6,302
Due from five years to 10 years                                      3,396           3,446            305            323
Due after 10 years                                                     198             203             26             27
---------------------------------------------------------------------------------------------------------------------------
   Subtotal                                                         30,658          30,883          8,443          8,481
Mortgage-backed securities                                           8,360           8,333          3,597          3,651
---------------------------------------------------------------------------------------------------------------------------
Total                                                              $39,018         $39,166        $12,040        $12,132
===========================================================================================================================
</TABLE>

Note  4
-----------
      Loans

The components of loans in the Consolidated Balance Sheets were as follows:

<TABLE>
<CAPTION>
                                               December 31,
(IN THOUSANDS OF DOLLARS)            1998           1997           1996
--------------------------------------------------------------------------
<S>                              <C>            <C>            <C>
Commercial                       $126,239       $109,937       $ 75,129
Real estate mortgage              312,836        331,416        196,107
Real estate construction           36,590         27,181          8,763
Consumer and other                 20,908         16,821         12,084
Net deferred loan fees,
   premiums and discounts            (904)          (493)          (157)
--------------------------------------------------------------------------
Total loans                       495,669        484,862        291,926
Allowance for possible
   loan losses                     (6,442)        (5,193)        (3,100)
--------------------------------------------------------------------------
Net loans                        $489,227       $479,669       $288,826
==========================================================================
</TABLE>

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

<TABLE>
<CAPTION>
                                         Year ended December 31,
(IN THOUSANDS OF DOLLARS)            1998           1997           1996
--------------------------------------------------------------------------
<S>                               <C>             <C>            <C>
Balance, beginning of year        $ 5,193         $3,100         $2,130
Acquired subsidiary balance            --            403             --
Loans charged off                   (1226)          (759)          (545)
Recoveries                             55             52             67
--------------------------------------------------------------------------
Net loans charged off              (1,171)          (707)          (478)
Provision for possible
   loan losses                      2,420          2,397          1,448
--------------------------------------------------------------------------
Balance, end of year              $ 6,442         $5,193         $3,100
==========================================================================
</TABLE>

The recorded investment in loans that were considered to be impaired under
SFAS No. 114, as amended by SFAS No. 118, was $1.495 million in 1998,
$559,000 in 1997 and $400,000 in 1996 (these impaired loans were all
classified as non-accrual loans). The related allowance for these impaired
loans was $269,000 in 1998, $86,000 in 1997 and $41,000 in 1996. Interest
income that would have been recognized for non-accrual loans was $72,000 in
1998, $57,000 in 1997 and $57,000 in 1996. Cash basis income on non-accrual
loans was not significant for 1998, 1997 or 1996.

The Company and the Bank have entered into transactions with their directors,
significant shareholders and 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, 1998, 1997 and 1996 was $35.930 million,
$16.432 million, and $15.488 million, respectively. During 1998, $26.049
million of new loans and $6.551 million of repayments were made on related
party loans. Prior year numbers have been reclassified for those directors
and executive officers who no longer hold such positions. As of December 31,
1998, a $166,000 related party loan was past due 90 days or more. This loan
has subsequently been brought current. No related party loans were past due
more than 90 days as of December 31, 1997 or 1996.


page    Allegiant Bancorp, Inc.
-----------------------------------------------------------------------------
  32          1998 Annual Report   Notes to Consolidated Financial Statements



<PAGE> 24

Note  5
----------------------------
      Premises and Equipment

Components of premises and equipment as of December 31, 1998, 1997 and 1996
were as follows:

<TABLE>
<CAPTION>
                                                December 31,
(IN THOUSANDS OF DOLLARS)            1998           1997           1996
--------------------------------------------------------------------------
<S>                               <C>            <C>            <C>
Land                              $ 2,546        $ 2,618        $ 1,515
Bank premises                       5,657          5,019          2,542
Furniture, equipment
   and automobiles                  6,537          5,630          3,379
--------------------------------------------------------------------------
Total cost                         14,740         13,267          7,436
Less accumulated depreciation      (3,730)        (2,466)        (1,922)
--------------------------------------------------------------------------
Net book value                    $11,010        $10,801        $ 5,514
==========================================================================
</TABLE>

The bank leases various banking facilities and one piece of equipment under
agreements, which expire at various dates through September 2012. These
agreements have options to renew. Future minimum lease payments required
under operating leases which have initial or remaining non-cancelable terms
in excess of one year as of December 31, 1998 were approximately as follows:

<TABLE>
<CAPTION>
                                                            MINIMUM
(IN THOUSANDS OF DOLLARS)                                    RENTAL
----------------------------------------------------------------------
<S>                                                          <C>
1999                                                         $  201
2000                                                            217
2001                                                            234
2002                                                            224
2003                                                            192
2004 and later                                                1,399
----------------------------------------------------------------------
   Total                                                     $2,467
======================================================================
</TABLE>

Rental expense for all operating leases was $327,000 in 1998, $210,000 in
1997 and $149,000 in 1996.


Note  6
--------------
      Deposits

Deposits consisted of the following:

<TABLE>
<CAPTION>
                                                 December 31,
(IN THOUSANDS OF DOLLARS)             1998           1997           1996
---------------------------------------------------------------------------
<S>                               <C>            <C>            <C>
Non-interest bearing              $ 55,417       $ 50,060       $ 29,406
Interest bearing demand             19,075         18,448         10,711
Money market accounts              123,827         97,408         74,490
Savings                             14,917         16,157          6,083
Time and IRA certificates
   under $100,000                  206,357        250,357        137,155
---------------------------------------------------------------------------
      Total core deposits          419,593        432,430        257,845
Time certificates $100,000
   and over                         31,173         52,211         50,825
---------------------------------------------------------------------------
      Total deposits              $450,766       $484,641       $308,670
===========================================================================
</TABLE>

The scheduled maturities of the Company's consumer time certificates under
$100,000 and time certificates $100,000 and over as of December 31, 1998 are
as follows:

<TABLE>
<CAPTION>
                                                          SCHEDULED
                                                           MATURITY
(IN THOUSANDS OF DOLLARS)                                    AMOUNT
----------------------------------------------------------------------
<S>                                                        <C>
1999                                                       $165,023
2000                                                         41,452
2001                                                         18,513
2002                                                          6,126
2003                                                          5,402
2004 and later                                                1,014
----------------------------------------------------------------------
   Total                                                   $237,530
======================================================================
</TABLE>

Note  7
------------------
      Income Taxes

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

<TABLE>
<CAPTION>
                                          Year ended December 31,
(IN THOUSANDS OF DOLLARS)            1998           1997           1996
--------------------------------------------------------------------------
<S>                                <C>            <C>            <C>
Current                            $3,522         $2,401         $1,457
Deferred                             (496)          (685)          (282)
--------------------------------------------------------------------------
Total                              $3,026         $1,716         $1,175
==========================================================================
</TABLE>

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

<TABLE>
<CAPTION>
                                                 December 31,
(IN THOUSANDS OF DOLLARS)            1998           1997           1996
---------------------------------------------------------------------------
<S>                                <C>            <C>            <C>
Deferred tax assets:
   Reserve for possible
      loan losses                  $2,217         $1,536         $  811
   Deferred loan fees                  --            194             52
   Deferred compensation               --             74             32
   Accrued expenses                    --             63             41
   Mark-to-market securities
      adjustments                      --             44             12
   Other                              116             72             69
---------------------------------------------------------------------------
Total deferred tax assets           2,333          1,983          1,017
---------------------------------------------------------------------------
Deferred tax liabilities:
   Depreciation                      (119)          (461)          (226)
   Investments in debt
      and equity securities --
         SFAS No. 115                 (50)            --             --
   Discount accretion                 (83)            --             --
   Other                              (10)           (29)           (15)
---------------------------------------------------------------------------
Total deferred tax liabilities       (262)          (490)          (241)
---------------------------------------------------------------------------
Net deferred tax assets            $2,071         $1,493         $  776
===========================================================================
</TABLE>


   1998 Annual Report   Notes to Consolidated Financial Statements       page
   -------------------------------------------------------------------------
                            Allegiant Bancorp, Inc.                      33



<PAGE> 25

cont'd  Notes to Consolidated Financial Statements
--------------------------------------------------

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,
1998, 1997 or 1996, 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:

<TABLE>
<CAPTION>
                                            Year ended December 31,
(IN THOUSANDS OF DOLLARS)               1998         1997          1996
--------------------------------------------------------------------------
<S>                                   <C>          <C>           <C>
Computed expected tax expense         $2,646       $1,405        $1,014
   Tax-exempt income                    (157)         (38)          (19)
   State and local income taxes,
      net of federal tax benefits        314          258           143
   Goodwill amortization                 318           24            23
   Other, net                            (95)          67            14
--------------------------------------------------------------------------
   Total tax expense                  $3,026       $1,716        $1,175
==========================================================================
</TABLE>

Note  8
---------------------------
      Short-term Borrowings

Short-term borrowings were as follows:

<TABLE>
<CAPTION>
                                                December 31,
(IN THOUSANDS OF DOLLARS)             1998           1997           1996
---------------------------------------------------------------------------
<S>                                <C>            <C>            <C>
Securities sold under
   agreements to repurchase        $14,042        $ 8,252        $11,637
Federal funds purchased                 --          6,500             --
Federal Home Loan
   Bank advances                    39,500         37,850         24,500
Other short-term borrowings             --            977             --
---------------------------------------------------------------------------
Total short-term borrowings        $53,542        $53,579        $36,137
===========================================================================
</TABLE>

As collateral for the Federal Home Loan Bank advances, the Bank has entered
into a blanket agreement that pledges first mortgage loans with principal
balances aggregating 130% of the outstanding advances. The weighted average
rate paid on short-term borrowings at year-end 1998, 1997 and 1996 were
4.85%, 5.15% and 5.55%, respectively.

Note  9
--------------------
      Long-Term Debt

Long-term debt consisted of the following at year-end:

<TABLE>
<CAPTION>
                                                                                                             December 31,
(IN THOUSANDS OF DOLLARS)                                                                               1998      1997       1996
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                  <C>       <C>        <C>
Notes payable to a financial institution, interest payable quarterly (7% on December 31, 1998),
   balance outstanding payable on November 12, 2001, secured by Bank stock                           $13,650   $    --    $    --
Note payable to a financial institution, interest payable quarterly at prime less one half of one
   percent (7.25% on December 31, 1998), balance outstanding payable on December 31, 1999,
   secured by Bank stock                                                                                  --    10,400      4,400
Notes payable to FHLB, interest payable monthly at rates varying from 5.05% to 6.27%,
   principal balance due at maturity ranging from April 3, 2000 to January 16, 2008
   secured by stock in FHLB and certain loans                                                         26,625     9,625      7,000
Subordinated debentures with certain shareholders, interest payable quarterly at
   prime plus 3% (with a minimum floor of 10%), called in 1998                                            --     3,250      3,263
------------------------------------------------------------------------------------------------------------------------------------
Total long-term debt                                                                                 $40,275   $23,275    $14,663
====================================================================================================================================
</TABLE>

Under the terms of the current notes payable to a financial institution, the
Company and/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.
Principal payments are required as follows: $500,000 payable on October 1,
1999; $500,000 payable on October 1, 2000; $1.000 million payable on October
1, 2001; and the balance outstanding payable on November 12, 2001.

Common stock warrants of 121,049 exercisable at $6.61 per share, which were
issued in connection with the subordinated debentures, remained outstanding
at December 31, 1998. These warrants expire on May 31, 1999.

A summary of annual principal reductions of long-term debt as of December 31,
1998 is as follows:

<TABLE>
<CAPTION>
                                                             ANNUAL
                                                          PRINCIPAL
(IN THOUSANDS OF DOLLARS)                                REDUCTIONS
----------------------------------------------------------------------
<S>                                                         <C>
1999                                                        $   500
2000                                                          5,000
2001                                                         12,650
2002                                                            625
2003                                                          1,500
2004 and later                                               20,000
----------------------------------------------------------------------
   Total                                                    $40,275
======================================================================
</TABLE>


page    Allegiant Bancorp, Inc.
---------------------------------------------------------------------------
  34        1998 Annual Report   Notes to Consolidated Financial Statements



<PAGE> 26

Note  10
-----------------------------------------
      Common Stock and Earnings Per Share

On July 1, 1998, the Company's Board of Directors declared a six-for-five
stock split (in the form of a stock dividend) of the Company's Common Stock
to shareholders of record on January 8, 1999, payable January 29, 1999.
Common stock was credited and capital surplus was charged for the aggregate
par value of shares that were issued. The stated par value of each share was
not changed from $.01.

On September 19, 1997, the Company's Board of Directors declared a five-for-
four stock split (in the form of a stock dividend) of the Company's common
stock to shareholders of record on January 7, 1998, payable on January 21,
1998. 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.

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 Common Stock at the date of declaration.

All per share data in this report have been restated to reflect the
aforementioned stock splits and stock dividend.

Basic earnings per share is computed by dividing income available to common
shareholders by the weighted average number of common shares outstanding
during the year. Diluted earnings per share gives effect to all dilutive
potential common shares that were outstanding during the year. The components
of basic and diluted earnings per share as prescribed by SFAS No. 128 are as
follows:

<TABLE>
<CAPTION>
                                         Year ended December 31,
(IN THOUSANDS OF DOLLARS,
EXCEPT PER SHARE AMOUNTS)             1998           1997           1996
---------------------------------------------------------------------------
<S>                             <C>            <C>            <C>
Net income                      $    4,534     $    2,415     $    1,808
===========================================================================
Denominator:
   Weighted average
      shares outstanding         6,250,910      4,481,724      3,298,013
   Effect of dilutive
      securities:
      Stock options and
         warrants                  383,946        403,579        410,808
Dilutive potential
   common shares                   383,946        403,579        410,808
---------------------------------------------------------------------------
Denominator for diluted
   earnings per share-
      adjusted weighted
         average shares          6,634,856      4,885,303      3,708,821
===========================================================================
Basic earnings per share        $     0.72     $     0.54     $     0.55

Diluted earnings per share            0.68           0.49           0.48
</TABLE>

Note  11
-----------------------
      Employee Benefits

PENSION PLAN. The Company has a defined contribution pension plan in effect
for substantially all full-time employees. Salaries and employee benefits
expense includes $124,000 in 1998, $39,000 in 1997 and $30,000 in 1996 for
such plans. Contributions under the defined contribution plan are made at the
discretion of Company management.

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 of shares of the Company's 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, 1998, 1997, and
1996 was approximately $47,000, $225,000 and $55,000, respectively. Deferred
compensation included in accrued expenses and other liabilities totaled
$365,000, $318,000 and $93,000 at December 31, 1998, 1997 and 1996,
respectively.

Note  12
----------------------------------------------------------
      Stock Option Plans and Directors Stock Purchase Plan

The Company has reserved 1,454,000 shares of its Common Stock for issuance
under various stock option plans offered to directors and certain key
employees of the Company and its subsidiaries. Options are granted, by action
of the Board of Directors, to acquire stock at 110% of fair market value at
the date of the grant, for a term of up to 10 years.


   1998 Annual Report   Notes to Consolidated Financial Statements       page
   --------------------------------------------------------------------------
                           Allegiant Bancorp, Inc.                       35



<PAGE> 27

cont'd  Notes to Consolidated Financial Statements
--------------------------------------------------

At December 31, 1998, $525,000 shares remained available for option grants under
these programs. The following tables summarize option activity over the
last three years and current options outstanding:

<TABLE>
<CAPTION>
                                                                      Year ended December 31,
                                                1998                           1997                         1996
------------------------------------------------------------------------------------------------------------------------------
                                                      WEIGHTED-                     WEIGHTED-                     WEIGHTED-
                                                        AVERAGE                       AVERAGE                       AVERAGE
                                         SHARES    OPTION PRICE        SHARES    OPTION PRICE        SHARES    OPTION PRICE
------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                <C>        <C>                <C>         <C>                <C>
Outstanding, beginning of year          768,230          $ 6.42       691,987          $ 5.11       509,938           $3.82
Granted                                 146,386           14.84       284,273            9.20       190,245            8.54
Exercised                              (378,767)           4.51      (204,580)           5.79        (7,865)           3.82
Canceled                                (18,009)          11.28        (3,450)          10.00          (331)           8.00
-----------------------------------------------                    ----------                    ----------
Outstanding, end of year                517,840           10.02       768,230            6.42       691,987            5.11
===============================================                    ==========                    ==========
Weighted-average fair value of
   options granted during the year    $    3.59                     $    2.74                      $   2.28
==============================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
                       OPTIONS OUTSTANDING                                                              OPTIONS EXERCISABLE
---------------------------------------------------------------------------------------------------------------------------------
                                    WEIGHTED-
                        NUMBER        AVERAGE      WEIGHTED-                                             NUMBER      WEIGHTED-
                OUTSTANDING AT      REMAINING        AVERAGE                                     EXERCISABLE AT        AVERAGE
RANGE OF          DECEMBER 31,    CONTRACTUAL       EXERCISE                                       DECEMBER 31,       EXERCISE
EXERCISE PRICE            1998           LIFE          PRICE                                               1998          PRICE
---------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>          <C>               <C>                                               <C>             <C>
$ 2.76 - $ 3.97         46,790      0.7 years         $ 3.68                                             43,462         $ 3.65
$ 4.13 - $ 7.92        101,488      2.0 years           6.78                                             97,858           6.88
$ 8.78 - $10.45        213,174      3.0 years           9.68                                            141,684           9.43
$11.58 - $18.57        156,388      4.2 years          14.49                                             64,432          15.33
$ 2.76 - $18.57        517,840      2.9 years          10.02                                            347,436           9.08
=================================================================================================================================
</TABLE>

The Company has a directors stock purchase plan whereby outside directors of
the Company and its subsidiaries may elect to use their directors' fees to
purchase Common Stock at market value. Twelve thousand shares were purchased
at an average price of $11.50 in 1998; 13,000 shares were purchased at an
average price of $10.74 in 1997; and 25,000 shares were purchased at an
average price of $7.27 in 1996.

The Company applies Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees," and related interpretations in accounting for
its plans. Accordingly, no compensation expense has been recognized for its
stock-based compensation plans. Had compensation cost for the Company's
stock-based compensation plans been determined based upon the fair value of
the grant date for the awards under these plans consistent with the
methodology prescribed under SFAS No. 123, Accounting for Stock-Based
Compensation, the Company's net income and earnings per share would have been
reduced to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                                    Year ended December 31,
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)              1998           1997           1996
---------------------------------------------------------------------------------------------------
<S>                                                         <C>            <C>            <C>
Net income:
   As reported                                              $4,534         $2,415         $1,808
   Pro forma                                                 4,208          1,988          1,534

Basic earnings per share:
   As reported                                                0.72           0.54           0.55
   Pro forma                                                  0.67           0.44           0.47

Diluted earnings per share:
   As reported                                                0.68           0.49           0.48
   Pro forma                                                  0.63           0.41           0.42
</TABLE>

The fair value of each option granted is estimated on the date of the grant
using the Black-Scholes option-pricing model using the following weighted-
average assumptions:

<TABLE>
<CAPTION>
                                           Year ended December 31,
                                     1998           1997           1996
--------------------------------------------------------------------------
<S>                               <C>            <C>            <C>
Dividend yield                       1.80%          0.90%          0.93%
Volatility                          30.80          16.38          34.23
Risk-free interest rate              5.02           6.44           6.41
Expected life                     5 years        5 years        5 years
</TABLE>


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 that are depositors of the
Bank and in the Bank's market area. 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 4. 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.


page    Allegiant Bancorp, Inc.
-----------------------------------------------------------------------------
  36          1998 Annual Report   Notes to Consolidated Financial Statements



<PAGE> 28

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. These 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 these 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 non-performance 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, 1998, 1997 and 1996 follows:

<TABLE>
<CAPTION>
                                                 December 31,
(IN THOUSANDS OF DOLLARS)             1998           1997           1996
---------------------------------------------------------------------------
<S>                                <C>            <C>            <C>
Commitments to extend credit       $82,530        $84,604        $73,522
Standby letters of credit            6,496          3,868          1,310
</TABLE>

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 counterparty. 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.

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

<TABLE>
<CAPTION>
                                                            DECEMBER 31, 1998              DECEMBER 31, 1997
------------------------------------------------------------------------------------------------------------------
                                                          CARRYING           FAIR       CARRYING           FAIR
(IN THOUSANDS OF DOLLARS)                                   AMOUNT          VALUE         AMOUNT          VALUE
------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>            <C>            <C>            <C>
Financial Assets:
    Cash and due from banks, federal funds sold and
       other overnight investments                        $ 17,123       $ 17,123       $ 16,472       $ 16,472
    Securities available-for-sale                           42,740         42,740         44,918         44,918
    Securities held-to-maturity                             12,040         12,132         31,951         32,146
    Loans                                                  489,227        492,746        479,669        479,502

Financial Liabilities:
    Deposits                                              $450,766       $452,788       $484,641       $484,728
    Short-term borrowings                                   53,542         53,566         53,579         53,663
    Long-term debt                                          40,275         40,219         23,275         23,817
</TABLE>


   1998 Annual Report   Notes to Consolidated Financial Statements       page
   --------------------------------------------------------------------------
                            Allegiant Bancorp, Inc.                      37



<PAGE> 29

cont'd  Notes to Consolidated Financial Statements
--------------------------------------------------

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.

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 and 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 creditworthiness 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
judgements 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 judgement 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.


Note  15
------------------------
      Regulatory Matters

The Company and the Bank are subject to various regulatory capital
requirements administered by federal and state 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 Company's financial statements.
Under capital adequacy guidelines and the regulatory framework for prompt
corrective action, the Company and the Bank must meet specific capital
guidelines that involve quantitative measures of the Company's and the Bank's
assets, liabilities and certain off-balance sheet items as calculated under
regulatory accounting practices. The Company's and the Bank's capital amounts
and classifications also are subject to qualitative judgments by the
regulators about components, risk weightings and other factors.

Quantitative measures established by regulators to ensure capital adequacy
require the Company and the Bank to maintain minimum amounts and ratios (set
forth in the table on page 39) 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 that, as of
December 31, 1998, the Company and the Bank met all capital adequacy
requirements to which they are subject.

As of June 30, 1998, the date of the most recent notification from the
regulatory agencies, the Bank was categorized as well capitalized under the
regulatory framework.


page    Allegiant Bancorp, Inc.
-----------------------------------------------------------------------------
  38          1998 Annual Report   Notes to Consolidated Financial Statements



<PAGE> 30

The actual and required capital amounts and ratios as of December 31, 1998
and 1997 for the Company and the Bank are listed in the following table:

<TABLE>
<CAPTION>
                                                                                                              TO BE WELL
                                                                                                           CAPITALIZED UNDER
                                                                                FOR CAPITAL                PROMPT CORRECTIVE
(IN THOUSANDS OF DOLLARS)                            ACTUAL                  ADEQUACY PURPOSES             ACTION PROVISIONS
---------------------------------------------------------------------------------------------------------------------------------
                                             AMOUNT         RATIO          AMOUNT         RATIO          AMOUNT         RATIO
---------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>             <C>           <C>              <C>          <C>             <C>
As of December 31, 1998:

Total Capital:
   (to Risk-Weighted Assets)
   Allegiant Bancorp, Inc.                  $41,272          8.68%        $38,059          8.00%            N/A           N/A
   Allegiant Bank                            51,931         10.93          37,999          8.00         $47,499         10.00%

Tier 1 Capital:
   (to Risk-Weighted Assets)
   Allegiant Bancorp, Inc.                   35,319          7.42          19,030          4.00             N/A           N/A
   Allegiant Bank                            45,991          9.68          18,999          4.00          28,499          6.00

Tier 1 Capital:
   (to Average Assets)
   Allegiant Bancorp, Inc.                   35,319          5.83          24,221          4.00             N/A           N/A
   Allegiant Bank                            45,991          7.61          24,185          4.00          30,232          5.00
---------------------------------------------------------------------------------------------------------------------------------
As of December 31, 1997:

Total Capital:
   (to Risk-Weighted Assets)
   Allegiant Bancorp, Inc.                  $36,250          8.14%        $35,646          8.00%            N/A           N/A
   Allegiant Bank                            39,820          9.35          34,081          8.00         $42,601         10.00%

Tier 1 Capital:
   (to Risk-Weighted Assets)
   Allegiant Bancorp, Inc.                   28,457          6.39          17,823          4.00             N/A           N/A
   Allegiant Bank                            35,237          8.27          17,040          4.00          25,560          6.00

Tier 1 Capital:
   (to Average Assets)
   Allegiant Bancorp, Inc.                   28,457          6.15          18,521          4.00             N/A           N/A
   Allegiant Bank                            35,237          7.76          18,156          4.00          22,695          5.00
</TABLE>


Note  16
---------------------------------------------
      Restrictions on Cash and Due From Banks

At December 31, 1998, $1.926 million in cash and due from banks balances were
maintained in accordance with the guidelines set forth by the Federal Reserve
Bank to maintain certain average reserve balances.

Note  17
-------------------------------
      Other Income and Expenses

A summary of the components of other income and other expenses exceeding 1%
of revenues in each of the years presented is as follows:

<TABLE>
<CAPTION>
                                            Year ended December 31,
(IN THOUSANDS OF DOLLARS)             1998           1997           1996
---------------------------------------------------------------------------
<S>                                 <C>            <C>              <C>
Gain on sale of branches            $2,370         $   --           $ --
Mortgage banking revenue             2,299          1,300            312
Leasing revenue                      1,527            433             --
Gain on sale of mortgage loans       1,112             27             99
Furniture and equipment              1,752            943            689
Occupancy                            1,523            738            448
Depreciation of operating leases     1,340            394             --
Goodwill amortization                  910            358             67
Operating losses                       722            938            144
Supplies                               489            428            202
</TABLE>


   1998 Annual Report   Notes to Consolidated Financial Statements       page
   --------------------------------------------------------------------------
                            Allegiant Bancorp, Inc.                      39



<PAGE> 31


cont'd  Notes to Consolidated Financial Statements
--------------------------------------------------

Note  18
----------------------------------------------------
      Parent Company Condensed Financial Information

Following are the condensed financial statements of the Company (Parent
Company only) for the periods indicated:

<TABLE>
   Balance Sheets

<CAPTION>
                                                  December 31,
(IN THOUSANDS OF DOLLARS)             1998           1997           1996
---------------------------------------------------------------------------
<S>                                <C>            <C>            <C>
ASSETS
Cash                               $ 1,044        $ 1,555        $   115
Investment in subsidiaries          60,046         53,301         23,555
Other assets                         1,707          3,034            639
---------------------------------------------------------------------------
   Total assets                     62,797         57,890         24,309

LIABILITIES
Long-term debt                      13,650         13,650          7,663
Other liabilities                    1,043          2,169            260
---------------------------------------------------------------------------
   Total liabilities                14,693         15,819          7,923
Shareholders' equity                48,104         42,071         16,386
---------------------------------------------------------------------------
   Total liabilities and
      shareholders' equity         $62,797        $57,890        $24,309
===========================================================================
</TABLE>

<TABLE>
   Statements of Income

<CAPTION>
                                            Year ended December 31,
(IN THOUSANDS OF DOLLARS)             1998           1997           1996
---------------------------------------------------------------------------
<S>                               <C>              <C>            <C>
Income
Dividends from subsidiaries       $ 1,000          $1,475         $1,600
   Total Income                     1,000           1,475          1,600

Expenses
Interest on long-term debt          1,183             812            828
Personnel expense                   1,674             350             42
Other operating expenses              799             248            204
---------------------------------------------------------------------------
   Total expenses                   3,656           1,410          1,074
---------------------------------------------------------------------------
Income before income tax
   benefit and equity in
   undistributed income
   of subsidiaries                 (2,656)             65            526
Income tax benefit                  1,448             490            430
---------------------------------------------------------------------------
Income before equity in
   undistributed income of
   subsidiaries                    (1,208)            555            956
Equity in undistributed
   income of subsidiaries           5,742           1,860            852
---------------------------------------------------------------------------
   Net income                     $ 4,534          $2,415         $1,808
===========================================================================
</TABLE>

<TABLE>
   Statements of Cash Flows

<CAPTION>
                                                      Year ended December 31,
(IN THOUSANDS OF DOLLARS)                     1998           1997           1996
------------------------------------------------------------------------------------
<S>                                       <C>            <C>             <C>
OPERATING ACTIVITIES
Net income                                $  4,534       $  2,415        $ 1,808
Adjustments to reconcile
   net income to net cash
      provided by operating activities
      Net income of subsidiaries            (6,742)        (3,335)        (2,452)
      Dividends from subsidiaries             1,000          1,475          1,600
   Other, net                                  346           (558)           237
------------------------------------------------------------------------------------
   Net cash provided by
      operating activities                    (862)            (3)         1,193

INVESTING ACTIVITIES
Contributions of capital
   to subsidiaries                          (1,000)       (13,979)            --
Other, net                                     (15)            --             --
------------------------------------------------------------------------------------
   Net cash used by
      investing activities                  (1,015)       (13,979)            --

FINANCING ACTIVITIES
Cash dividends paid                           (917)          (331)          (187)
Net issuance of common stock                 2,283         12,753             61
Issuance of long-term debt                  13,650          3,000             --
Principal payments on
   long-term debt                          (13,650)            --           (956)
------------------------------------------------------------------------------------
   Net cash provided (used)
      by financing activities                1,366         15,422         (1,082)
------------------------------------------------------------------------------------
Increase (decrease) in cash
   and cash equivalents                       (511)         1,440            111
Cash and cash equivalents
   at beginning of year                      1,555            115              4
------------------------------------------------------------------------------------
Cash and cash equivalents
   at end of year                         $  1,044       $  1,555         $  115
====================================================================================
</TABLE>


Note  19
------------------------------------------
      Restrictions on Subsidiary Dividends

Subsidiary bank dividends are the principal source of funds for payment of
dividends by the Company to its shareholders. The payment of dividends by the
bank is subject to regulation by the Federal Deposit Insurance Corporation.
The state-chartered bank is also subject to regulation by the state of
Missouri. These payments are not restricted as to the amount of dividends
that can be paid, other than what prudent and sound banking principles permit
and what must be retained to meet minimum legal capital requirements.
Accordingly, dividends of approximately $11.997 million could be paid in
December 31, 1998 without prior regulatory approval.

Extensions of credit by subsidiaries to the Company are permitted by
regulatory authorities but are limited in amount and subject to collateral
requirement. At December 31, 1998, approximately $3.993 million would have been
available under Federal Reserve Bank guidelines.

page    Allegiant Bancorp, Inc.
-----------------------------------------------------------------------------
  40          1998 Annual Report   Notes to Consolidated Financial Statements



<PAGE> 32

Note  20
--------------------------------------------------------------------------
      Supplemental Disclosure for the Consolidated Statement of Cash Flows

Supplemental disclosures of noncash investing and financing activities, and
additional disclosures including details of cash and cash equivalents from
acquisitions accounted for as purchases and dispositions of branches, were as
follows:

<TABLE>
<CAPTION>
                                                     Year ended December 31,
(IN THOUSANDS OF DOLLARS)                     1998            1997           1996
------------------------------------------------------------------------------------
<S>                                       <C>             <C>             <C>
Fair value of assets
   purchased (disposed)                   $ 17,492        $ 46,682        $    --
Liabilities assumed (transferred)          (40,154)        119,691             --
Issuance of common stock                        --          10,587             --
------------------------------------------------------------------------------------
Net cash received (paid) for
   acquisitions and dispositions           (22,662)         83,596             --
Cash and cash
   equivalent acquired                          --           1,533             --
------------------------------------------------------------------------------------
                                          $(22,662)       $ 85,129        $    --
====================================================================================

Cash paid during the year for:
   Interest on deposits
      and borrowings                      $ 28,096        $ 20,930        $14,750
   Income taxes                              3,345           2,768          1,393

Noncash transactions:
   Transfers to other real estate
      owned in settlement of loans        $     --        $    330        $    --
   Loans securitized                            --           7,102          9,209
   Common stock issued
      in acquisition of Reliance
         Financial, Inc.                        --          10,587             --
   Conversion of subordinate
      debentures to common stock                --               -            504
   Conversion of directors' fees
      to Common stock                          135             136            148
   Conversion of employee stock
      bonus to common stock                     --              63             --
</TABLE>


Note  21
------------------------------------
      Summary of Quarterly Financial
      Information (Unaudited)

The following is a summary of quarterly operating results for the years ended
December 31, 1998 and 1997:

<TABLE>
<CAPTION>
                                                            1998
------------------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS,            FIRST         SECOND          THIRD         FOURTH
EXCEPT PER SHARE AMOUNTS)          QUARTER        QUARTER        QUARTER        QUARTER
------------------------------------------------------------------------------------------
<S>                                <C>            <C>            <C>            <C>
Interest income                    $12,270        $12,288        $12,452        $12,208
Interest expense                     6,841          7,052          6,835          6,539
------------------------------------------------------------------------------------------
   Net interest income               5,429          5,236          5,617          5,669
Provision for possible
   loan losses                         400            315            465          1,240
Securities transactions                 12             46              4              6
Other income                         1,097          2,130          1,946          4,083
Other expense                        5,118          5,295          5,112          5,770
Income taxes                           393            725            783          1,125
------------------------------------------------------------------------------------------
   Net income                      $   627        $ 1,077        $ 1,207        $ 1,623
==========================================================================================

Earnings per share:
   Basic                           $  0.10        $  0.17        $  0.19        $  0.26
   Diluted                            0.09           0.16           0.18           0.25

<CAPTION>
                                                            1997
------------------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS,            FIRST         SECOND          THIRD         FOURTH
EXCEPT PER SHARE AMOUNT)           QUARTER        QUARTER        QUARTER        QUARTER
------------------------------------------------------------------------------------------
<S>                                <C>            <C>            <C>            <C>
Interest income                    $ 7,536        $ 8,337        $10,124        $11,768
Interest expense                     4,374          4,625          5,729          6,738
------------------------------------------------------------------------------------------
   Net interest income               3,162          3,712          4,395          5,030
Provision for possible
   loan losses                         493            628            556            720
Securities transactions                 --             --             25            (23)
Other income                           636            556            938          1,166
Other expense                        2,303          2,475          3,408          4,883
Income taxes                           401            465            556            294
------------------------------------------------------------------------------------------
   Net income                      $   601        $   700        $   838        $   276
==========================================================================================

Earnings per share:
   Basic                           $  0.17        $  0.17        $  0.18        $  0.02
   Diluted                            0.15           0.15           0.17           0.02
</TABLE>


   1998 Annual Report   Notes to Consolidated Financial Statements       page
   --------------------------------------------------------------------------
                            Allegiant Bancorp, Inc.                      41



<PAGE> 33


Allegiant Bancorp, Inc. Board of Directors
------------------------------------------------------------------------------

[PHOTO]

Standing left to right:
----------------------------------

John K. Krause
President
   Jenkin-Guerin, Inc.

Leland B. Curtis
Partner/Principal-Attorney
   Curtis Oetting Heinz
   Garrett & Soule

Charles E. Polk, Jr.
Attorney
   Stinson, Mag & Fizzell

Kevin R. Farrell
President and Chief Executive Officer
   St. Louis Steel Products

C. Virginia Kirkpatrick
President and Chief Executive Officer
   CVK Personnel Management

Marvin S. Wool
Chairman, Chief Executive Officer
and President
   Dash Multi-Corp.
Chairman
   Allegiant Bancorp, Inc.
Chairman
   Allegiant Bank

Seated left to right:
----------------------------------

Lee S. Wielansky
Managing Director-Investments
   Regency Realty Corporation
Vice Chairman
   Allegiant Bank

Shaun R. Hayes
President and Chief Executive Officer
   Allegiant Bancorp, Inc.
President and Chief Executive Officer
   Allegiant Bank

Leon Felman
President and Chief Executive Officer
   Sage Systems, Inc.


Allegiant Bancorp, Inc. Executive Officers
------------------------------------------------------------------------------

Marvin S. Wool
Chairman, Chief Executive Officer
and President
   Dash Multi-Corp.
Chairman
   Allegiant Bancorp, Inc.
Chairman
   Allegiant Bank

Shaun R. Hayes
President and Chief Executive Officer
   Allegiant Bancorp, Inc.
President and Chief Executive Officer
   Allegiant Bank

Sandra L. Friedman
Executive Vice President and
Chief Financial Officer
   Allegiant Bank
Senior Vice President and CFO
   Allegiant Bancorp, Inc.


Allegiant Bank Directors
------------------------------------------------------------------------------

Keith Barket
President
   Barket Realty

Frank J. Cusumano
Consultant
   Kemoll's Restaurant

William Davidson
President
   Davidson & Associates

Kevin R. Farrell
President and Chief Executive Officer
   St. Louis Steel Products

Sandra L. Friedman
Senior Vice President and CFO
   Allegiant Bancorp, Inc.
Executive Vice President and
Chief Financial Officer
   Allegiant Bank

William H. Gibson, Jr.
Chief of Dental Health Care
   St. Louis County Department
   of Health

Paul F. Glarner
Executive Vice President and
Chief Lending Officer
   Allegiant Bank

Sidney H. Guller
Chairman
   Essex Industries, Inc.

Shaun R. Hayes
President and Chief Executive Officer
   Allegiant Bancorp, Inc.
President and Chief Executive Officer
   Allegiant Bank

Brian Matthews
Chief Executive Officer
   CDM/Primary Network

William H. Nottke
President
   Riverdale Packaging and
   Riverdale Display

Charles E. Polk, Jr.
Attorney
   Stinson, Mag & Fizzell

Jon M. Pyzyk
President and Chief Executive Officer
   Kohner Properties

Fr. Richard J. Quirk
Executive Director
   Catholic Commission on Housing

John Weiss
President
   Brentwood Volvo-Manchester Leasing

Lee S. Wielansky
Managing Director-Investments
   Regency Realty Corporation
Vice Chairman
   Allegiant Bank

Marvin S. Wool
Chairman, Chief Executive Officer
and President
   Dash Multi-Corp.
Chairman
   Allegiant Bancorp, Inc.
Chairman
   Allegiant Bank


Allegiant Bank Senior Management Group
------------------------------------------------------------------------------

Shaun R. Hayes
President and Chief Executive Officer
   Allegiant Bancorp, Inc.
President and Chief Executive Officer
   Allegiant Bank

Sandra L. Friedman
Executive Vice President and
Chief Financial Officer
   Allegiant Bank
Senior Vice President and CFO
   Allegiant Bancorp, Inc.

Paul F. Glarner
Executive Vice President and
Chief Lending Officer

Donald M. Davis
Senior Vice President
   Commercial Loans

Michael Jung
Senior Vice President
   Commercial Loans West Region

John M. Meek
Senior Vice President
   Commercial Loans Central Region

James L. Schaller
Senior Vice President
   Retail Banking

Jeanne Whitmire
Senior Vice President
   Mortgage Lending

Richard Markow
President
   Allegiant Trust Company

Leda Sander
President
   Edge Mortgage Services, Inc.

Karen E. Box
Vice President and Director
   Human Resources

Jeffrey R. Heutel
Vice President
   Compliance Officer

David Maher
Vice President
   Controller

Kimberli Palmer
Vice President
   Operations

Christy Siburt
Executive Assistant and Secretary
   Allegiant Bank
Vice President, Investor Relations
   Allegiant Bancorp, Inc.

John Svetina
Vice President
   Mortgage Sales

Thomas Daiber
Director
   Internal Audit


page    Allegiant Bancorp, Inc.
----------------------------------------------------------------------
  42                       1998 Annual Report   Officers and Directors



<PAGE> 34

Banking Center Directors
------------------------------------------------------------------------------

      CENTRAL

Patrick J. Barrett, Jr.
President, Neonatal Division
   Biomedical Systems

Bill Bounds (Chairman)
Accountant
   Humes & Barrington PC

Richard C.  Goldberg
President
   The Goldberg Group

Sandy Grote
Owner
   Grote Industries

George Hensley, Jr.
President
   Hensley Construction, Inc.

Mark Mehlman
President
   Mehlman Realty Company

Jacque Phillips
President
   Accu-Care Home Nurses, Inc.

Carey Prewitt
President
   The Charles L. Crane Agency

Vince Vogler
Attorney
   Vincent D.Vogler & Assoc.

Arthur Weiss
President
   Weiss & Yess PC

      CLAYTON

Stephen Adams
Vice President/General Manager
of St. Louis Stores
   Enterprise Leasing

Steve Adelman
President
   Adelman Management
   Corporation

Judith L. Brown
Broker/Owner
   ReMax Associates

Lawrence H. Greenberg
President
   Greenberg & Associates

Paul Henderson
President
   The Henderson Group, Inc.

Peter Katsinas
President
   Forest Park Lumber Co.

Joy Liss
Broker
   Stifel Nicolaus

Joel Schraier
Partner
   Bergman Schraier & Co. P.C.

Robert Taylor
President
   St. Louis Electronics

John Weiss
(Chairman)
President
   Brentwood Volvo

George (Butch) Welsch
President
   Welsch Heating & Cooling Co.

      ST. LOUIS CITY

Jon Dalton (Chairman)
Partner
   Bryan Cave LLP

William Davidson
President
   Davidson & Associates

James E. Godfrey, Jr.
Attorney
   Godfrey & Associates

Edward E. Gruener
President
   Gruener Office Interiors

David Mason
Judge, Circuit Judge
   22nd Circuit

Charles E. Polk, Jr.
Attorney
   Stinson, Mag & Fizzell

Milton (Peter) D. Rothschild
President
   Rothschild Development, LTD

Robert Wood
President
   Robert Wood Realty

Freeman Bosley, Jr.
Attorney
   Caldwell, Hughes & Singleton

      NORTH

James Bowen

Ron L. Chitwood
President
   C-K Plastics, Inc.

Rainey Crawford, Jr.
Regional Manager/Gov't. Affairs
   Ford Motor Company

Ken Glass
President
   Safeguard Business Systems

Michael L. Hammach
(Chairman)
President
   CATCO, Inc.

Kerry Klarfeld
President
   Klarfeld Real Estate
   Company, Inc.

Dennis Norman
President
   Saaman Corp.

      SOUTH

Myron Applebaum
President
   Applebaum & Associates

Stephen Bahn
Principal
   Voss Bahn Commercial
   RE Services

John Bowman
Former President
   Reliance Federal Savings Bank

Thomas C. DeVoto
Partner
   DeVoto, Paperner,
   DeVoto & Nalick

Glenn Heitmann
(Chairman)
President and Chief
Executive Officer
   Heitmann & Assoc., Inc.

Yogi Patel
Doctor
   Barnes Jewish Hospital

Constantine (Gus) Pulos
Attorney
   Pulos, Blankenship &
   Jianakoplos PC

      ST. CHARLES

David Anderson
Vice President
   Gundaker Realtors

Gerald Bamberger
Attorney
   Gerald J. Bamberger & Assoc.

Tom Brown
Partner
   Motivational Concepts, Inc.

Roger A. De La Torre, MD
Doctor
   Laparoscopic & Vascular Surgery

Stephen Lundergan
(Chairman)
President
   Richlund & Associations

William Mullen
President
   U.S. Cable

David  Wright
Vice President
   Kaplan Real Estate Co.

      TRUST

Mark R.  Bahn
Attorney
   McAvoy & Bahn

Daniel Bruntrager
Partner
   Bruntrager & Billings

Stephen B. Daiker
Attorney
   Bryan Cave LLP

Bradley Faerber
Certified Public Accountant
   Lopata, Flegel,  Hoffman & Co.

Sheldon Harber
Financial Planner
   Asset Strategies, Inc.

Ben Keller
Attorney
   Rosenblum Goldenhersh
   Silverstein & Zafft, P.C.

Charles McCarter
Attorney
   McCarter & Greenley

Matthew G. Perlow
Attorney
   Blackwell Sanders Peper Martin

Harvey G. Schneider
Attorney
   Evans & Dixon

Bradford L. Stevens
(Chairman)
Attorney
   Dankenbring Greiman
   Osterholt & Hoffmann

      UNION

Tom Buescher
CPA/Partner
   Hochschild, Bloom & Co.

Charles Hurth
Attorney

Neil Kruel (Chairman)
President
   A.J. Kruel Corporation

Fred Springmeyer
Vice President-Sales
   CK Plastics

Harvey Mefford
Retired

Rod Schwentker
Owner
   Pro-Body Works

      WARRENTON

Dr. Susan D. Alberts
Chiropractic Physician

Wesley Dalton
Attorney

Rod  Gossett
President and Accountant
   Gossett Tax Services

Karen L. Gregory
Principal
   Rebecca Boone Elementary

Toni Hawley
Director of Economic Development
   Warrenton Area Economic
   Development

Thomas Nittler (Chairman)
Vice President-Finance
   Warrenton Products, Inc.

Gregory Renaud
President
   Cut-N-Trim Landscaping, Inc.

Scott A. Sanders
Certified Public Accountant

Janet Schamma
Retired Allegiant Bank Retail
   Banking Officer

      WEST

Jackie Joyner Kersee
President
   JJK & Associates

H. Bart Baker
Producer
   Lockton Companies

B. Thomas Beattie
Broker
   Beattie & Hawkins

William Benedict
Doctor
   University Internists of St. Louis

Robert Chambers
(Chairman)
President
   KW Chambers

Steve R. Garner
President
   Town & Village Properties

Mike Hejna
President
   Gundaker Commercial Group

Andrew Katzman
Owner
   ARK Investments

Vince Nangle
Certified Public Accountant
   Nangle & Associates

John O'Connell
Vice President-Finance
   Hayden Homes

Tom Shelby
Chief Executive Officer
   Camie-Campbell Int'l., Inc.

Kenneth Stricker
Vice President-
Chief Financial Officer
   The Jones Company


Allegiant Bank Executive
   Management Committee
------------------------------------------------------------------------------

                          [PHOTO]

Standing left to right:           Seated left to right:
----------------------------------------------------------------

Karen Box                         Paul F. Glarner
Vice President,                   Executive Vice President
Human Resource Director           and Chief Lending Officer

James L. Schaller                 Shaun R. Hayes
Senior Vice President,            President & Chief
Retail Banking                    Executive Officer

Christy Siburt                    Sandra L. Friedman
Corporate Administrator           Executive Vice President and
and Assistant Secretary           Chief Financial Officer


                       1998 Annual Report   Officers and Directors       page
                       ------------------------------------------------------
                             Allegiant Bancorp, Inc.                     43



<PAGE> 35

Shareholder Information

CORPORATE HEADQUARTERS
Allegiant Bancorp, Inc.
2122 Kratky Road
St. Louis, MO 63114
314/692-8200

ANNUAL MEETING
The 1999 annual meeting of shareholders of Allegiant
Bancorp, Inc. will be held on Thursday, April 29, at
4:00 p.m. at the Sheraton West Port Hotel.

INVESTOR RELATIONS
Security analyst and other investor inquiries
should be directed to:
Allegiant Bancorp, Inc.
Investor Relations Department
2122 Kratky Road
St. Louis, MO 63114
314/216-7446

A copy of the Company's Annual Report on Form 10-K
as filed with Securities and Exchange Commission is
available on request by writing to:
Allegiant Bancorp, Inc.
Shareholder Information
2122 Kratky Road
St. Louis, MO 63114

TRANSFER AGENT
Communications regarding share transfer, lost
certificates, change of address and dividend inquiries
should be directed to:
UMB Bank
928 Grand Blvd.
P.O. Box 410064
Kansas City, MO 64141

MARKET MAKERS
STIFEL NICOLAUS & CO., INC.       TRIDENT SECURITIES, INC.
501 North Broadway                1275 Peachtree Street, N.E.
St. Louis, MO 63102               Atlanta, GA 30309
314/342-2261                      404/249-7700

A.G. EDWARDS AND SONS             KNIGHT SECURITIES, LLP
1 North Jefferson                 525 Washington Blvd.
St. Louis, MO 63103               Jersey City, NJ 07130
314/955-3000

CORPORATE COUNSEL                 AUDITORS
Thompson Coburn LLP               Ernst & Young LLP

DIVIDEND REINVESTMENT
The Company offers a dividend reinvestment and stock
purchase plan to registered shareholders. Information
about the plan may be obtained by writing to:
Allegiant Bancorp, Inc.
Shareholder Information
2122 Kratky Road
St. Louis, MO 63114


   Common Stock Share Data (symbol: "ALLE")
The Common Stock (symbol: "ALLE") has been traded on the Nasdaq National
Market since May 15, 1996. From January 1, 1996 to such date it was traded on
the Nasdaq Small Cap Market. As of March 20, 1999, the number of shareholders
of the Common Stock was approximately 2,300. The following table sets forth
the high and low trading prices, as well as dividends per share for the
periods shown, as reported by Nasdaq. Such prices reflect interdealer prices,
without retail mark-up, mark-down or commission, and have been adjusted to
reflect all stock splits and stock dividends.

<TABLE>
<CAPTION>
                                                         DIVIDENDS
                                                          DECLARED
                                HIGH            LOW       AND PAID
---------------------------------------------------------------------
<S>                          <C>            <C>             <C>
1998
First Quarter                $21.042        $11.000         $0.025
Second Quarter               $19.167        $13.333         $0.025
Third Quarter                $15.000        $10.417         $0.033
Fourth Quarter               $10.833        $ 9.167         $0.042

1997
First Quarter                $ 9.000        $ 8.000         $0.020
Second Quarter               $11.500        $ 8.000         $0.020
Third Quarter                $12.667        $10.417         $0.020
Fourth Quarter               $12.333        $10.958         $0.025
</TABLE>


page    Allegiant Bancorp, Inc.
-----------------------------------------------------------------------
  44                       1998 Annual Report   Shareholder Information