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                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                   ______________
                                    
                                      FORM 10-K/A
                                    AMENDMENT NO. 2

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 1997.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ________to ________
Commission file number 0-4707
                                          ________


                           BEVERLY BANCORPORATION, INC.                  
           (Exact name of registrant as specified in its charter)
   
      DELAWARE                                          36-4090152
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)           

      South Harlen Avenue, Suite 3E                       60477
        Tinley Park, Illinois                          (Zip Code)
  Address of principal executive offices)
  
       Registrant's telephone number, including area code: (708)614-5070
                                  _______________
                                    
          Securities registered pursuant to Section 12(b) of the Act:
                                       None

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

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

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

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 6, 1998, computed by reference to the last reported price
at which the stock was sold on such date, was $105,583,000.

The number of shares outstanding of the registrant's common stock, par value
$.01 per share, as of March 6, 1998 was 5,502,445.

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                                PART III

NOTE: In order for the information provided herein to be consistent with the 
information previously provided in the Annual Report on Form 10-K for 1997 of
Beverly Bancorporation, Inc. (the "Company"), none of the amounts set forth 
in this Amendment to the Company's Annual Report on Form 10-K for 1997 have 
been adjusted to reflect the 5% stock dividend paid by the Company on April 
14, 1998.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table shows with respect to each person who is known to be 
the beneficial owner of more than 5% of the Common Stock of the Company, each 
director of the Company, the executive officers of the Company named in the 
Executive Compensation Table, and all directors and executive officers as a 
group, eleven in number: (i) the total number of shares of Common Stock 
beneficially owned as of March 6, 1998; and (ii) the percent of the Common 
Stock so owned as of that date:

<TABLE>
<CAPTION>
                                       AMOUNT AND NATURE OF            PERCENT OF
NAME OF BENEFICIAL OWNER              BENEFICIAL OWNERSHIP(1)         COMMON STOCK
------------------------              -----------------------         ------------
<S>                                           <C>                         <C>
Anthony R. Pasquinelli(2)(11)                  364,111                     6.6%

Bruno A. Pasquinelli(3)                        343,019                     6.2

John D. Van Winkle(4)(11)(12)                  150,210                     2.7

William E. Brazley(11)                           8,256                       *

David B. Colmar(5)(11)                          23,058                       *

Christopher M. Cronin(6)(11)                    16,323                       *

Richard I. Polanek(7)(11)                       65,548                     1.2

William C. Waddell(8)(11)                       72,073                     1.3

Charles E. Ofenloch(9)(11)(12)                  96,693                     1.8

Ronald F. Stajkowski(10)(11)                   104,218                     1.9

All directors and executive officers
as a group (11 persons)(11)                    902,145                    16.1%

</TABLE>

_________
*Less than one percent.

(1)    Calculated pursuant to Rule 13d-3(d) of the Securities Exchange Act of 
       1934. Unless otherwise stated below, each such person has sole voting
       and investment power with respect to all such shares.  Under
       Rule 13d-3(d), shares not outstanding which are subject to options,
       warrants, rights or conversion privileges exercisable within 60 days
       are deemed outstanding for the purpose of calculating the

                                                 2

<PAGE>                                

       number and percentage owned by such person, but are not deemed 
       outstanding for the purpose of calculating the percentage owned by
       each other person listed.

(2)    Includes 37,532 shares held in trust for Anthony R. Pasquinelli's
       benefit and 50,000 shares held by the Pasquinelli Family Foundation.
       Anthony R. Pasquinelli's business address is 905 W. 175th Street,
       Homewood, Illinois 60430.

(3)    Includes 37,504 shares held in trust for Bruno A. Pasquinelli's 
       benefit and 50,000 shares held by the Pasquinelli Family Foundation.
       Bruno A. Pasquinelli's business address is 905 W. 175th Street, 
       Homewood, Illinois 60430.

(4)    Includes 67,761 shares beneficially owned by Mr. Van Winkle and his
       wife and 20 shares beneficially owned by Mr. Van Winkle's daughters.

(5)    Includes 2,559 shares beneficially owned by Mr. Colmar's children,
       2,563 shares held for the benefit of Mr. Colmar in the Naughton 
       Development Corp. Profit Sharing Plan and 3,485 shares held in
       trust for the benefit of Mr. Colmar.

(6)    Includes 4,231 shares in the Knickerbocker Roofing Pension Plan.

(7)    Includes 3,008 shares beneficially owned by Mr. Polanek's wife
       and 45,564 shares held in trust for the benefit of Mr. Polanek
       and his wife.

(8)    Includes 5,057 shares beneficially owned by Mr. Waddell's wife.

(9)    Includes 11,554 shares beneficially owned by Mr. Ofenloch and his
       wife and 343 shares beneficially owned by Mr. Ofenloch's children.

(10)   Includes 90,326 shares beneficially owned by Mr. Stajkowski and his
       wife.

(11)   Includes shares of Common Stock that could be acquired through the
       exercise of stock options as follows:  Mr. A. Pasquinelli, 10,419
       shares; Mr. Van Winkle, 26,047 shares; Mr. Brazley, 4,361 shares;
       Mr. Colmar, 4,361 shares; Mr. Cronin, 7,249 shares; Mr. Polanek, 
       10,419 shares; Mr. Waddell, 10,419 shares; Mr. Ofenloch, 15,687 shares;
       Mr. Stajkowski, 13,892 shares; and all directors and executive officers
       as a group, 103,484 shares.

(12)   Excludes 47,198 shares of Common Stock held by the Company's Employees
       Retirement and Savings Plan (the "Plan").  Messrs. Van Winkle and 
       Ofenloch and three other persons are members of the administration
       committee of the Plan.  As such, they are entitled to vote the shares
       of Common Stock held by the Plan and therefore may be deemed to 
       beneficially own such shares.

                                                 3

<PAGE>
     
                                       SIGNATURES         

     Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized on the 30th day of
April, 1998.

                                       BEVERLY BANCORPORATION, INC.

                                       By /s/ Anthony R. Pasquinelli
                                          ------------------------------
                                          Anthony R. Pasquinelli
                                          Chairman of the Board

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on the 30th day of April, 1998 by the following 
persons on behalf of the Registrant in the capacities indicated.

Signature                                Title
---------                                -----


/s/ Anthony R. Pasquinelli               Chairman of the Board and Director
------------------------------------
Anthony R. Pasquinelli


/s/John D. Van Winkle                    President, Chief Executive Officer 
------------------------------------     and Director
John D. Van Winkle


/s/ Jeffrey M. Voss                      Executive Vice President, Chief 
------------------------------------     Financial Officer and Principal
Jeffrey M. Voss                          Accounting Officer


/s/ William E. Brazely                   Director
------------------------------------
William E. Brazely


/s/ David B. Colmar                      Director
------------------------------------
David B. Colmar


/s/ Christopher M. Cronin                Director
------------------------------------
Christopher M. Cronin


/s/ Richard I. Polanek                   Director
------------------------------------
Richard I. Polanek


/s/ William C. Waddell                   Director
------------------------------------
William C. Waddell