FORM 10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the fiscal year ended December 31, 1996

                                    OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 12 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period form ___________________ to _____________________

Commission file number 0-6216

BRENTON BANKS, INC.
(Exact name of registrant as specified in its charter)

     Incorporated in Iowa                                No. 42-0658989
State of other jurisdiction of                           (I.R.S. Employer
incorporation or organization                            Identification No.)

Suite 200, Capital Square, 400 Locust, Des Moines, Iowa            50309
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code  515-237-5100

Securities registered pursuant to Section 12(b) of the Act:

Title of each class               Name of each exchange on which registered

     None                                          None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $5 par value
(Title of class)
     1
<PAGE>
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days.  Yes  X  .  No     .

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the 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 [ X ]

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 10, 1997, was $130,708,000

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the most recent practicable date, March 10, 1997.

                          8,036,541 shares Common Stock, $5 par value

DOCUMENTS INCORPORATED BY REFERENCE

The Appendix to the Proxy Statement for the 1995 calendar year is
incorporated by reference into Part I, Part II Part IV hereof to the extent
indicated in such Parts.

The definitive proxy statement of Brenton Banks, Inc., which will be filed
not later than 120 days after the close of the Company's fiscal year ending
December 31, 1996, is incorporated by reference into Part III hereof to the
extent indicated in such Part.

                                 1 of 290 Total Pages
     2
<PAGE>
TABLE OF CONTENTS

PART I
                                                                        Page

Item 1.  Business . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5

         (A)  General Description . . . . . . . . . . . . . . . . . . . .  5

         (B)  Recent Developments . . . . . . . . . . . . . . . . . . . .  5

         (C)  Affiliated Banks  . . . . . . . . . . . . . . . . . . . . .  7

         (D)  Bank-Related Subsidiaries and Affiliates  . . . . . . . . .  7

         (E)  Executive Officers and Policymakers of the
              Registrant  . . . . . . . . . . . . . . . . . . . . . . . .  7

         (F)  Employees . . . . . . . . . . . . . . . . . . . . . . . . .  9

         (G)  Supervision and Regulation  . . . . . . . . . . . . . . . .  9

         (H)  Governmental Monetary Policy and Economic
              Conditions  . . . . . . . . . . . . . . . . . . . . . . . . 10

         (I)  Competition . . . . . . . . . . . . . . . . . . . . . . . . 10

         (J)  Statistical Disclosure  . . . . . . . . . . . . . . . . . . 12

Item 2.  Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Item 3.  Legal Proceedings  . . . . . . . . . . . . . . . . . . . . . . . 26

Item 4.  Submission of Matters to a Vote of Security
         Holders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26


PART II

Item 5.  Market for the Registrant's Common Equity and
         Related Stockholder Matters  . . . . . . . . . . . . . . . . . . 26

Item 6.  Selected Financial Data  . . . . . . . . . . . . . . . . . . . . 26

Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations  . . . . . . . . . . . . . . 26

Item 8.  Financial Statements and Supplementary Data  . . . . . . . . . . 27

Item 9.  Changes in and Disagreements with Accountants
         on Accounting and Financial Disclosure . . . . . . . . . . . . . 27
     3
<PAGE>
PART III

Item 10. Directors and Executive Officers of the Registrant . . . . . . . 27

Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . 27

Item 12. Security Ownership of Certain Beneficial Owners
         and Management . . . . . . . . . . . . . . . . . . . . . . . . . 27

Item 13. Certain Relationships and Related Transactions . . . . . . . . . 27



PART IV

Item 14. Exhibits, Financial Statement Schedules and
         Reports on Form 8-K  . . . . . . . . . . . . . . . . . . . . . . 27




Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
     4
<PAGE>
PART I

Item 1.   Business.

          (A)  General Description.

Brenton Banks, Inc. (the "Parent Company") is a bank holding company
registered under the Bank Holding Company Act of 1956 and a savings and
loan holding company under the Savings and Loan Holding Company Act.
Brenton Banks, Inc. was organized as an Iowa corporation under the name
Brenton Companies in 1948.  Subsequently, the Parent Company changed its
corporate name to its current name, Brenton Banks, Inc.  On December 31,
1996, the Parent Company had direct control of its commercial and savings
bank (hereinafter the "affiliated banks"), both located in Iowa.  The
commercial bank is a state bank incorporated under the laws of the State of
Iowa and the savings bank is a federal savings bank organized under the
laws of the United States. Both of the affiliated banks are members of the
Federal Deposit Insurance Corporation.

Brenton Banks, Inc. and its subsidiaries (the "Company") engage in retail,
commercial and agricultural banking and related financial services from 45
locations throughout Iowa.  In connection with this banking industry
segment, the Company provides the usual products and services of banking
such as deposits, commercial loans, agribusiness loans, personal loans and
trust services.

The principal services provided by the Company are accepting deposits and
making loans.  The significant loan categories are commercial, commercial
real estate, agribusiness and personal.  Commercial loans are made to
business enterprises principally to finance inventory, operations or other
assets at terms generally up to 5 years.  The principal risk involves the
customers' management skills and general economic conditions.  Commercial
real estate mortgage loans are routinely made for terms up to 20 years for
real property used in a borrower's business.  Repayment primarily depends
upon the financial performance and the cashflow of the business enterprise.
Declines in commercial real estate values could ultimately affect the
collectability of these types of loans.  Agri-business loans are made to
farmers for financing crop inputs, equipment, livestock and real property
used in farming activities.  Agri-business loans are also made to
businesses related to or that support the production and sale of
agricultural products.  Weather conditions and government policies have
major influences on agricultural financial performance and ultimately the
borrower's ability to repay loans.  Personal loans are made to individuals
primarily on a secured basis to finance such items as residential
mortgages, home improvements, personal property, education and vehicles.
Unsecured personal loans are made on a limited basis.  The individual's
credit worthiness and economic conditions affecting the job market are the
primary risks associated with personal loans.  Personal loans generally do
not exceed 5 years.  For all loan types, the primary criteria used in
determining whether to make a loan is the borrower's ability to repay,
which is based upon a cash flow analysis and willingness to pay supported
by a historical review of credit management.

The principal markets for these loans are businesses and individuals.  Iowa
has two primary regional market segments.  One market consists of selected
metropolitan areas across the state which consist of service and
manufacturing industries.  The other market involves rural areas which are
predominately agricultural in nature.  These loans are made by the
affiliated banks and subsidiaries, and some are sold on the secondary
market.  The Company also engages in activities that are closely related to
banking, including mortgage banking, investment, insurance and real estate
brokerage.

          (B)  Recent Developments.

	Common Stock Dividend.  On October 7, 1996, the Board of Directors declared
a ten percent common stock dividend to stockholders of record on October
17, 1996.  Fractional shares resulting from this stock dividend were paid
in cash.
     5
<PAGE>
	Stock Option Plan.  On September 5, 1996, a special meeting of stockholders
was held to approve the Brenton Banks, Inc. 1996 Stock Option Plan (the
"Plan").  The Plan, which was approved, authorizes the granting of options
on up to 550,000 shares (all share and per-share data has been adjusted for
the ten percent common stock dividend) of the Company's common stock to key
employees of the Company.  The price at which options may be exercised
cannot be less than the fair market value of the shares at the date the
options are granted.  The options are subject to certain vesting
requirements and maximum exercise periods, as established by the
Compensation Committee of the Board of Directors.  There were 470,800
options granted under the Plan during 1996 to 42 employees of the Company
with option prices ranging from $22.159 to $23.625 per share.

	Common Stock Repurchase Plan.  As part of the Company's ongoing stock
repurchase plan, in 1996 the Board of Directors authorized additional stock
repurchases of $10,000,000 of the Company's common stock.  For the years
ended December 31, 1996, 1995 and 1994, the Company repurchased 347,700,
258,133 and 44,800 shares, respectively, at total costs of $8,248,331,
$4,830,111 and $850,950.

	Regulatory Developments. The Deposit Insurance Funds Act of 1996 ("Funds
Act") was enacted during 1996.  The Funds Act required the FDIC to impose a
one-time special assessment on Savings Association Insurance Fund (SAIF)
assessable deposits held by institutions as of March 31, 1995, and equaled
approximately 65.7 basis points per $100 of SAIF-insured deposits.  The
Company's assessment totaled $1,288,000.  Deposits of Brenton Savings Bank,
FSB, as well as savings and loan deposits acquired from the RTC in 1990 and
1991, were included in this assessment.  As a result of the special
assessment, the SAIF was capitalized at the target Designated Reserve Ratio
(DRR) of 1.25 percent of estimated insured deposits on October 1, 1996.
Assessment rates were subsequently lowered to a level to maintain the DRR.
 The Funds Act also separated the Financing Corporation (FICO) assessment
to service the interest on its bond obligations from the SAIF assessment.
The amount assessed on individual institutions by FICO will be in addition
to the amount paid for deposit insurance. FICO assessment rates for the
first semiannual period of 1997 were set at 1.30 basis points annually for
Bank Insurance Fund (BIF) assessable deposits and 6.48 basis points
annually for SAIF assessable deposits.  These rates are adjustable to
reflect changes in assessments bases for BIF and SAIF.

	Restructuring of Organization.  Brenton Banks, Inc. completed its
restructuring plan during 1995.  The plan, authorized in December, 1994,
included consolidating the Company's 13 commercial banks into one bank,
reducing the Company's overall personnel levels and closing selected
banking branches.  During the third quarter of 1995, the Company completed
the merger of its 13 commercial banks into a single, state chartered
banking organization under the laws of the State of Iowa.

	As part of this merger process, Brenton Bank Services Corporation was
liquidated and became part of the one bank, Brenton Bank.  Brenton
Mortgages, Inc., formerly a wholly-owned subsidiary of the holding company,
is now a subsidiary of Brenton Savings Bank, FSB.  The move of this
subsidiary was made to accommodate the funding of residential real estate
loans with borrowings from the Federal Home Loan Bank.

	Growth and Acquisitions.  As part of management's strategic growth plans,
Brenton Banks, Inc. investigates growth and expansion opportunities which
strengthen the Company's presence in current or selected new market areas.
 The Company continues expansion of its traditional and non-traditional
services.

	On October 1, 1992, Brenton Banks, Inc. merged with Ames Financial
Corporation and acquired its wholly-owned subsidiary, Ames Savings Bank,
FSB of Ames, Iowa whose name has since been changed to Brenton Savings
Bank, FSB.   The institution continues to operate as a federal savings
bank, requiring Brenton Banks, Inc. to also register as a savings and loan
holding company.  As a savings and loan holding company, Brenton Banks,
Inc. is required to file certain reports with and be regulated by the
Office of Thrift Supervision.  See Item 1, Section (G), Supervision and
Regulation.
     6
<PAGE>
          (C)  Affiliated Banks.

	The 2 affiliated banks had 44 banking locations at December 31, 1996,
located in 13 of Iowa's 99 counties.  These banks serve both agricultural
and metropolitan areas.  The location and certain other information about
the affiliated banks are given below.

	The main office of Brenton Bank is located in Des Moines, Iowa.  Des Moines
is the largest city in Iowa.  In addition to its main banking location,
Brenton Bank has 40 offices located throughout Iowa and provides services
to customers in numerous counties across the state.

	Brenton Savings Bank, FSB is located in Ames, Iowa, and has offices in Ames
and Story City.  The savings bank serves customers in Story County.

          (D)  Bank-Related Subsidiaries and Affiliates.

	Brenton Investments, Inc., a wholly owned subsidiary of Brenton Bank, was
formed in 1992 and provides a full array of retail investment brokerage
services to customers.  The company is not involved with the direct
issuance, flotation or underwriting of securities.  At December 31, 1996,
this subsidiary had 37 licensed brokers serving all Brenton banks.

	Brenton Mortgages, Inc., a wholly-owned subsidiary of Brenton Savings Bank,
FSB, engages in the mortgage banking business.  This subsidiary originates
and services mortgage loans sold to institutional investors and the
mortgage loan portfolios of the affiliated banks.

	Brenton Insurance, Inc. and Brenton Realty Services, Ltd. are wholly-owned
subsidiaries of Brenton Bank.  These subsidiaries operate real estate
brokerage agencies and insurance brokerage agencies handling individual and
group life, annuity, health, fire, crop, homeowner's, automobile and
liability insurance.

	Brenton Insurance Services, Inc., a wholly-owned subsidiary of the Parent
Company, provides insurance risk management services for the Company.

          (E)  Executive Officers and Policymakers of the Registrant.

The term of office for the executive officers and policymakers of the
Company is from the date of election until the next Annual Organizational
Meeting of the Board of Directors.  The names and ages of the executive
officers and policymakers of the Company as of March 10, 1997, the offices
held by these executive officers and policymakers on that date, the period
during which the officers have served as such and the other positions held
with the Company by these officers during the past five years are set forth
below and on the following page:


<TABLE>
<CAPTION>
                                       Company          Position
Name and Address         Age    Position or Subsidiary  Commenced                   Other Positions
________________         ___    ______________________  _________                   _______________

<S>                       <C> <C>                          <C>        <C>
C. Robert Brenton         66  Chairman of the Board        1990
Des Moines, Iowa

Robert L. DeMeulenaere    57  President                    1994       President/Treasurer, Brenton Mortgages, Inc.
Des Moines, Iowa                                                      - August 1989 to July, 1994; CEO, Brenton Bank
                                                                      and Trust Company of Cedar Rapids - August
                                                                      1990 to January 1994; Senior Vice President
                                                                      of the Parent Company - August 1990 to
                                                                      January 1994
</TABLE>
     7

<PAGE>
<TABLE>
<CAPTION>
                                       Company          Position
Name and Address         Age    Position or Subsidiary  Commenced                   Other Positions
________________         ___    ______________________  _________                   _______________

<S>                       <C> <C>                          <C>        <C>
Larry A. Mindrup          55  Chief Banking Officer -      1995       CEO, Brenton Savings Bank, FSB; Ames - April
Des Moines, Iowa              President, Des Moines                   1994 to March 1996; President, Brenton Bank,
                                                                      N.A., Des Moines - May 1995 to September
                                                                      1995; President, Brenton Savings Bank, FSB,
                                                                      Ames - April 1994 to April 1995; President,
                                                                      Trust Officer and Director, Brenton National
                                                                      Bank - Poweshiek County - January 1991 to
                                                                      March 1994

Phillip L. Risley         54  Chief Administrative         1995       Executive Vice President of the Parent
Des Moines, Iowa               Officer/                               Company - January 1992 to December 1995;
                              Cashier                      1995       President and CEO, Brenton Bank, N.A.,
                                                                      Des Moines - February 1990 to May 1995;
                                                                      Vice President - Operations of the Parent
                                                                      Company - May 1984 to January 1992;
                                                                      Chairman of the Board, Brenton Bank
                                                                      Services Corporation - May 1992 to
                                                                      September 1995; Executive Vice President/
                                                                      Treasurer, Brenton Information Systems,
                                                                      Inc. - April 1990 to May 1992

Perry C. Atwood           42  Chief Sales Officer          1996
Des Moines, Iowa

Woodward G. Brenton       46  Chief Commercial             1995       President and CEO, Brenton First National
Des Moines, Iowa               Banking Officer                        Bank - January 1992 to October 1995; Executive
                                                                      Vice President, Brenton First National Bank,
                                                                      Davenport - January 1991 to January 1992

Charles N. Funk           42  Chief Investment/            1995       Vice President - Investments, Brenton Banks,
Des Moines, Iowa              ALCO Officer                            Inc. - December 1991 to October 1995

Ronald D. Larson          48  Regional President           1995       President, Brenton Bank and Trust Company,
Cedar Rapids, Iowa             Eastern Iowa Division                  Marshalltown - January 1991 to July 1993
                              President, Cedar Rapids      1993

Marc J. Meyer             43  Regional President           1996       Regional President, Agricultural Division,
Perry, Iowa                    Western Iowa Division                  Brenton Bank - October 1995 to September
                              President, Adel              1996       1996; President, Brenton National Bank of
                                                                      Perry - January 1992 to October 1995

Steven T. Schuler         45  Chief Financial Officer/      1990      Executive Vice President, Brenton Bank
Des Moines, Iowa              Treasurer/Secretary           1986      Services Corporation - May 1992 to
                                                                      September 1995

Norman D. Schuneman       54  Chief Credit Officer          1995      Senior Vice President - Lending of the
Des Moines, Iowa                                                      Parent Company - January 1990 to
                                                                      December 1995; Executive Vice President,
                                                                      Brenton Bank, N.A., Des Moines - July
                                                                      1985 to October 1995
                                                                      1988 to January 1990

Gary D. Ernst             53  President - Trust             1995      Vice President - Trust of the Parent
Des Moines, Iowa              Division                                Company - June 1990 to December 1995

Mark J. Hoffschneider     45  President, Brenton            1996
Des Moines, Iowa               Mortgages, Inc.

Elizabeth M. Piper/Bach   44  President, Brenton            1995
Des Moines, Iowa              Investments, Inc.

<FN>
All of the foregoing individuals have been employed by the Company for the past five years, except for Perry C. Atwood, who was
Senior Vice President at Valley National Bank (merged with Bank One) in Phoenix, Arizona from January 1992 to April 1996; also
held positions of Director of Business Banking, Director of Sales and Regional Manager during that time period; Mark J.
Hoffschneider, who was Senior Vice President, Lending at Mercantile Bank, FSB in Davenport, Iowa from March 1991 to March 1996
and Elizabeth M. Piper/Bach, who was Vice President and Director of Investment Management Consulting and Training for John G.
Kinnard & Co. from 1993 to 1995 and Vice President and Director of the Investment Management Group of Dain Bosworth in
Minneapolis, Minnesota, prior to 1993.
</TABLE>

     8

<PAGE>
          (F)  Employees.

On December 31, 1996, the Parent Company had 3 full-time employees and 3
part-time employees.  On December 31, 1996, the Company had 602 full-time
employees and 177 part-time employees.  None of the employees of the
Company are represented by unions.  The relationship between management and
employees of the Company is considered good.

          (G)  Supervision and Regulation.

The Company is restricted by various regulatory bodies as to the types of
activities and businesses in which it may engage.  References to the
provisions of certain statutes and regulations are only brief summaries
thereof and are qualified in their entirety by reference to those statutes
and regulations.  The Parent Company cannot predict what other legislation
may be enacted or what regulations may be adopted, or, if enacted or
adopted, the effect thereof.  Furthermore, certain regulatory and
legislative changes are discussed in Item 1, Section (B), Recent
Developments.

The Parent Company, as a bank holding company, is subject to regulation
under the Bank Holding Company Act of 1956 (the "Act") and is registered
with the Board of Governors of the Federal Reserve System.  Under the Act,
the Parent Company is prohibited, with certain exceptions, from acquiring
direct or indirect ownership or control of more than 5 percent of the
voting shares of any company which is not a bank and from engaging in any
business other than that of banking, managing and controlling banks or
furnishing services to its affiliated banks.  However, the Parent Company
may engage in and may own shares of companies engaged in certain businesses
found by the Board of Governors to be so closely related to banking "as to
be a proper incident thereto." The Act does not place territorial
restrictions on the activities of bank-related subsidiaries of bank holding
companies.  The Parent Company is required by the Act to file periodic
reports of its operations with the Board of Governors and is subject to
examination by the Board of Governors.  Under the Act and the regulations
of the Board of Governors, bank holding companies and their subsidiaries
are prohibited from engaging in certain tie-in arrangements in connection
with any extension of credit or provision of any property or services.

As a savings and loan holding company, Brenton Banks, Inc. is subject to
federal regulation and examination by the Office of Thrift Supervision (the
"OTS").  The OTS has enforcement authority over the Company which permits
the OTS to restrict or prohibit activities that are determined to be a
serious risk to the subsidiary savings institution.  Generally, the
activities for a bank holding company are more limited than the authorized
activities for a savings and loan holding company.

The Parent Company, its affiliated banks and its bank-related subsidiaries
are affiliates within the meaning of the Federal Reserve Act and OTS
regulations.  As affiliates, they are subject to certain restrictions on
loans by an affiliated bank to the Parent Company, other affiliated banks
or such other subsidiaries, on investments by an affiliated bank in their
stock or securities and on an affiliated bank taking such stock and
securities as collateral for loans to any borrower.  The Company is also
subject to certain restrictions with respect to direct issuance, flotation,
underwriting, public sale or distribution of certain securities.

Brenton Bank is a state bank subject to the supervision of and regular
examination by the Iowa Superintendent of Banking and, because of its
membership in the Federal Deposit Insurance Corporation ("FDIC"), is
subject to examination by the FDIC.  Brenton Bank is required to maintain
certain minimum capital ratios established by its primary regulator.  The
provisions of the FDIC Act restrict the activities that insured state
chartered banks may engage in to those activities that are permissible for
national banks, except where the FDIC determines that the activity poses no
significant risk to the deposit insurance fund and the bank remains
adequately capitalized.  Furthermore, the FDIC Act grants the
     9

<PAGE>
FDIC the power to take prompt regulatory action against certain
undercapitalized and seriously undercapitalized institutions in order to
preserve the deposit insurance fund.

The affiliated savings bank is subject to the supervision of and regular
examination by the OTS and FDIC.  In addition to the fees charged by the
FDIC, the savings bank is assessed fees by the OTS based upon the savings
bank's total assets.  As a savings institution, the savings bank is a
member of the Federal Home Loan Bank of Des Moines, it is required to
maintain certain minimum capital ratios established by the OTS and must
meet a qualified thrift lender test (the "QTL") to avoid certain
restrictions upon its operations.  On December 31, 1996, Brenton Savings
Bank, FSB complied with the current minimum capital guidelines and met the
QTL test, which it has always met since the test was implemented.

During 1994, the "Riegle-Neal Interstate Banking and Branching Efficiency
Act of 1994" (the "Interstate Banking Act") was enacted.  This law amends
certain provisions of the federal banking laws (including the Bank Holding
Company Act) to permit the acquisition of banks by banks or bank holding
companies domiciled outside of the home state of the acquired bank.  The
law will become effective on June 1, 1997.  The Interstate Banking Act
seeks to provide a uniform interstate banking law for all 50 states.  The
provisions of the law allow states to impose certain "non-discriminatory"
conditions upon interstate mergers, including limits on the concentration
of deposits.  According to Iowa's banking law, Iowa-based banks and bank
holding companies can acquire banks and bank holding companies located in
other states.  Iowa law prohibits a bank holding company or bank controlled
by a bank holding company from acquiring additional Iowa based banks or
bank holding companies if the total deposits of such bank holding company
and its affiliates would exceed 10 percent of the total deposits of all
banks and thrifts in the state.

Generally, banks in Iowa are prohibited from operating offices in counties
other than the county in which the bank's principal office is located and
contiguous counties.  However, certain banks located in the same or
different municipalities or urban complexes may consolidate or merge and
retain their existing banking locations by converting to a United Community
Bank.  The resulting bank would adopt one principal place of business, and
would retain the remaining banking locations of the merged or consolidated
banks as offices.  The Company relied upon the United Community Bank law
when it merged its 13 commercial banks into one state chartered bank in
1995.  Generally, thrifts can operate offices in any county in Iowa and
may, under certain circumstances, acquire or branch into thrifts in other
states with the approval of the OTS.

          (H)  Governmental Monetary Policy and Economic Conditions.

The earnings of the Company are affected by the policies of regulatory
authorities, including the Federal Reserve System.  Federal Reserve System
monetary policies have had a significant effect on the operating results of
commercial banks in the past and are expected to continue to do so in the
future.  Because of changing conditions in the economy and in the money
markets, as a result of actions by monetary and fiscal authorities,
interest rates, credit availability and deposit levels may change due to
circumstances beyond the control of the Company.  Future policies of the
Federal Reserve System and other authorities cannot be predicted, nor can
their effect on future earnings be predicted.

          (I)  Competition.

The banking business in Iowa is highly competitive and the affiliated banks
compete not only with banks and thrifts, but with sales, finance and
personal loan companies; credit unions; and other financial institutions
which are active in the areas in which the affiliated banks operate.  In
addition, the affiliated banks compete for customer funds with other
investment alternatives available through investment brokers, insurance
companies, finance companies and other institutions.
     10

<PAGE>
The multi-bank holding companies which own banks in Iowa are in direct
competition with one another.  Brenton Banks, Inc. is the largest multi-
bank holding company domiciled in Iowa.  There are six other multi-bank
holding companies which operate banks in Iowa, but are domiciled in other
states.  The Iowa deposits of these holding companies are of similar size
or greater when compared to Brenton Banks, Inc.

Certain of the subsidiary banks of these multi-bank holding companies may
compete with certain of the Parent Company's affiliated banks and any other
affiliated financial institutions which may be acquired by the Parent
Company.  These multi-bank holding companies, other smaller bank holding
companies, chain banking systems and others may compete with the Parent
Company for the acquisition of additional banks.

The Company has also expanded into the investment brokerage business in the
last several years, placing brokers in many Brenton bank locations as well
as individual brokerage offices. The Brenton brokers compete with brokers
from regional and national investment brokerage firms.
     11

<PAGE>

Item 1(J) Business - Statistical Disclosure

           The following statistical disclosures relative to the consolidated
operations of the Company have been prepared in accordance with Guide 3 of
the Guides for the Preparation and Filing of Reports and Registration
Statements under the Securities Exchange Act of 1934.  Average balances were
primarily calculated on a daily basis.

I.    Distribution of Assets, Liabilities and Stockholders' Equity;
      Interest Rates and Interest Differential

           The following summarizes the average consolidated statement of
condition by major type of account, the interest earned and interest paid and
the average yields and average rates paid for each of the three years ending
December 31, 1996:


<TABLE>
<CAPTION>
                                        1996                                  1995                          1994
                                  ______________________________ ______________________________ ______________________________
                                            Interest    Average             Interest   Average             Interest   Average
                                   Average  Income or  Yields or  Average   Income or Yields or  Average   Income or Yields or
                                   Balance   Expense     Rates    Balance    Expense    Rates    Balance    Expense    Rates
                                  _________ __________ _________ __________ _________ _________ __________ _________ _________

                                                                      (Dollars in thousands)
<S>                               <C>        <C>       <C>       <C>        <C>       <C>       <C>        <C>       <C>
Assets:
 Interest-earning assets
  Loans (1,2)                     $  919,578 $ 79,921  8.69%     $  945,724 $ 82,136  8.68%     $  936,370 $ 76,271  8.14%
  Investment securities held to
    maturity:
    Taxable investments:
     Securities of United States
      government agencies             38,596    2,362  6.12          27,381    1,570  5.73           2,001       98  4.92
     Mortgage-backed and related
      securities                       3,509      261  7.45          36,214    2,370  6.54          29,834    1,679  5.63
     Other investments                 4,166      255  6.12           2,364      130  5.49           3,959       85  2.15
    Tax-exempt investments:
     Obligations of states and
      political subdivisions(2)       51,639    3,449  6.68          50,235    4,044  8.05          44,584    3,433  7.70
  Investment securities available
    for sale:
     United States Treasury
      securities                      36,582    2,109  5.76          42,416    2,271  5.35          55,580    2,519  4.53
     Securities of United States
      government agencies             77,436    4,606  5.95          79,000    4,939  6.25          58,603    3,016  5.15
<FN>
(1)  The average outstanding balance is net of unearned income and includes nonaccrual loans.
(2)  Interest income and yields are stated on a tax-equivalent basis using a 34 percent federal income tax rate and are
adjusted to reflect the effect of the nondeductible interest expense of owning tax-exempt investments.  The standard
federal income tax rate is used for consistency presentation.
</TABLE>


     12

<PAGE>
Item 1(J) Business - Statistical Disclosure, Continued

I.    Distribution of Assets, Liabilities and Stockholders' Equity;
      Interest Rates and Interest Differential, Continued


<TABLE>
<CAPTION>
                                              1996                            1995                          1994
                                  ______________________________ ______________________________ ______________________________
                                            Interest    Average             Interest   Average            Interest   Average
                                   Average  Income or  Yields or  Average   Income or Yields or  Average  Income or Yields or
                                   Balance   Expense     Rates    Balance    Expense    Rates    Balance   Expense    Rates
                                  _________ __________ _________ __________ _________ _________ __________ _________ _________

                                                         (Dollars in thousands)
<S>                               <C>        <C>       <C>       <C>        <C>       <C>       <C>        <C>       <C>
     Mortgage-backed and related
      securities                     207,029   12,780  6.17         113,834    6,658  5.85         124,591    6,864  5.51
     Other investments                 8,955      568  6.34           9,536      710  7.44           7,255      641  8.87
     Tax-exempt investments:
      Obligations of states and
       political subdivisions (1)     85,471    6,097  7.13         100,859    6,763  6.71         132,040    8,412  6.37
  Loans held for sale                  7,983      676  8.47           5,908      396  6.70           2,575      193  7.50
  Federal funds sold and
     securities purchased under
     agreements to resell             26,188    1,417  5.41          39,763    2,264  5.69          37,666    1,706  4.53
  Interest-bearing deposits
     with banks                        1,393       68  4.87           1,076       67  6.20             124        8  6.65
                                   _________  _______  ____       _________  _______  ____       _________  _______  ____
 Total interest-earning assets(1)  1,468,525 $114,569  7.80%      1,454,310 $114,318  7.86%      1,435,182 $104,925  7.31%
 Allowance for loan losses           (11,440)                       (11,166)                       (10,502)
 Cash and due from banks              65,439                         57,138                         46,301
 Premises and equipment               31,728                         31,436                         24,545
 Other assets                         28,642                         29,508                         25,663
                                   _________                      _________                      _________
 Total assets                     $1,582,894                     $1,561,226                     $1,521,189
<FN>
(1)  Interest income and yields are stated on a tax-equivalent basis using a 34 percent federal income tax
rate and are adjusted to reflect the effect of the nondeductible interest expense of owning tax-exempt
investments.  The standard federal income tax rate is used for consistency of presentation.
</TABLE>


     13
<PAGE>

Item 1(J) Business - Statistical Disclosure, Continued

I.   Distribution of Assets, Liabilities and Stockholders' Equity;
     Interest Rates and Interest Differential, Continued



<TABLE>
<CAPTION>
                                             1996                          1995                          1994
                                  ______________________________ ______________________________ ______________________________
                                            Interest    Average             Interest   Average             Interest   Average
                                   Average  Income or  Yields or  Average   Income or Yields or  Average   Income or Yields or
                                   Balance   Expense     Rates    Balance    Expense    Rates    Balance    Expense    Rates
                                  _________ __________ _________ __________ _________ _________ __________ _________ _________
                                                                      (Dollars in thousands)
<S>                               <C>        <C>       <C>       <C>        <C>       <C>       <C>        <C>       <C>
Liabilities and stockholders'
equity:
 Interest-bearing liabilities:
  Interest-bearing deposits:
   Demand                         $  376,259 $11,194   2.98%     $  355,819 $11,842   3.33%     $  250,520 $ 5,418   2.16%
   Savings                           241,250   6,134   2.54         231,633   6,638   2.87         294,715   6,878   2.33
   Time                              583,508  32,179   5.51         626,497  34,595   5.52         625,981  29,313   4.68
  Federal funds purchased and
    securities sold under
    agreements to repurchase          59,276   2,470   4.17          40,237   1,641   4.08          61,656   2,082   3.38
   Other short-term borrowings        17,294   1,015   5.87           6,536     371   5.67           4,860     264   5.42
   Long-term borrowings               33,094   2,339   7.07          37,264   2,621   7.03          26,500   1,817   6.86
                                   _________  ______   ____       _________  ______   ____       _________   ______  ____
 Total interest-bearing
  liabilities                      1,310,681 $55,331   4.22%      1,297,986 $57,708   4.45%      1,264,232 $45,772   3.62%

 Noninterest-bearing deposits        131,051                        128,770                        127,464
 Accrued expenses and other
  liabilities                         17,521                         14,896                         13,254
                                   _________                      _________                      _________
 Total liabilities                 1,459,253                      1,441,652                      1,404,950

 Minority interest                     4,471                          4,391                          4,290
 Common stockholders' equity         119,170                        115,183                        111,949
                                   _________                      _________                      _________
 Total liabilities and
  stockholders' equity            $1,582,894                     $1,561,226                     $1,521,189

 Net interest spread (1)                               3.58%                          3.41%                          3.69%
 Net interest income/margin (1)              $59,238   4.03%                $56,610   3.89%                $59,153   4.12%
<FN>
(1)  Interest income and yields are stated on a tax-equivalent basis using a 34 percent federal income tax rate and are
adjusted to reflect the effect of the nondeductible interest expense of owning tax-exempt investments.  The standard
federal income tax rate is used for consistency of presentation.
</TABLE>


     14

<PAGE>
Item 1(J) Business - Statistical Disclosure, Continued

I.   Distribution of Assets, Liabilities and Stockholders' Equity;
     Interest Rates and Interest Differential, Continued

          The following shows the changes in interest earned and interest
paid due to changes in volume and changes in rate for each of the two years
ended December 31, 1996:


<TABLE>
<CAPTION>
                                                       1996 vs. 1995                    1995 vs. 1994
                                                __________________________       __________________________
                                                               Variance                         Variance
                                                                due to                           due to
                                                           _______________                  _______________
                                                Variance   Volume     Rate       Variance   Volume     Rate
                                                ________   ______     ____       ________   ______     ____
                                                       (In thousands)                   (In thousands)
<S>                                            <C>        <C>      <C>          <C>         <C>       <C>
Interest Income:
 Loans (1,2)                                   $ (2,215)   (2,272)      57      $  5,865        769     5,096

 Investment securities held
  to maturity:
   Taxable investments:
    Securities of United States government
     agencies                                       792       680      112         1,472      1,452        20
    Mortgage-backed and related
     securities                                  (2,109)   (2,394)     285           691        392       299
    Other investments                               125       109       16            45        (45)       90
   Tax-exempt investments:
    Obligations of states and political
     subdivisions (2)                              (595)      110     (705)          611        450       161

 Investment securities available
  for sale:
   Taxable investments:
    United States Treasury securities              (162)     (328)     166          (248)      (658)      410
    Securities of United States government
     agencies                                      (333)      (96)    (237)        1,923      1,189       734
    Mortgage-backed and related securities        6,122     5,734      388          (206)      (614)      408
    Other investments                              (142)      (42)    (100)           69        180      (111)
   Tax-exempt investments:
    Obligations of states and political
     subdivisions (2)                              (666)   (1,078)     412        (1,649)    (2,072)      423

 Loans held for sale                                280       160      120           203        225       (22)

 Federal funds sold and securities purchased
  under agreements to resell                       (847)     (739)    (108)          558         99       459

 Interest-bearing deposits with banks                 1        17      (16)           59         60        (1)
                                                _______   _______  _______       _______    _______   _______

                                                    251      (139)     390         9,393      1,427     7,966
                                                _______   _______  _______       _______    _______   _______
Interest Expense:
 Interest-bearing deposits:
  Demand                                           (648)      655   (1,303)        6,424      2,815     3,609
  Savings                                          (504)      267     (771)         (240)    (1,634)    1,394
  Time                                           (2,416)   (2,371)     (45)        5,282         24     5,258

 Federal funds purchased and securities sold
  under agreements to repurchase                    829       793       36          (441)      (818)      377

 Other short-term borrowings                        644       631       13           107         95        12

 Long-term borrowings                              (282)     (295)      13           804        756        48
                                                _______   _______  _______       _______    _______   _______

                                                 (2,377)     (320)  (2,057)       11,936      1,238    10,698
                                                _______   _______  _______       _______    _______   _______

Net interest income (expense)                  $  2,628       181    2,447      $ (2,543)       189    (2,732)
                                                _______   _______  _______       _______    _______   _______

Note:  The change in interest due to both rate and volume has been allocated
       to change due to volume and rate in proportion to the relationship of
       the absolute dollar amounts of the change in each.
<FN>
(1)  Nonaccrual loans have been included in the analysis of volume and rate variances.

(2)  Computed on tax-equivalent basis using a 34 percent federal income tax rate and adjusted to reflect the effect of
the nondeductible interest expense of owning tax-exempt investments.
</TABLE>


     15

<PAGE>
Item 1(J) Business - Statistical Disclosure, Continued


I.   Distribution of Assets, Liabilities and Stockholders' Equity;
     Interest Rates and Interest Differential, Continued

Interest Rate Sensitivity Analysis

          The following schedule shows the matching of interest sensitive
assets to interest sensitive liabilities by various maturity or repricing
periods as of December 31, 1996.  As the schedule shows, the Company is
liability sensitive within the one-year time frame.  Included in the three
months or less sensitivity category are all interest-bearing demand and
savings accounts.  Although these deposits are contractually subject to
immediate repricing, management believes a large portion of these accounts
are not synchronized with overall market rate movements.


<TABLE>
<CAPTION>

                                                   3 Months     Over 3     Over 6    Total    Over 1
                                                      or      through 6  through 12  within  through 5   Over
                                                     Less       Months     Months    1 Year    Years    5 Years    Total
                                                     ----       ------     ------    ------    -----    -------    -----
                                                                                 (In thousands)
<S>                                               <C>        <C>        <C>       <C>        <C>        <C>      <C>
Interest-earning assets:
 Loans (1)(3)                                     $  315,296    29,402     62,254   406,952   412,631   119,698    939,281
Investment securities:
 Available for sale:
    Taxable investments (3)                           87,331    39,383     63,539   190,253   154,536    22,355    367,144
    Tax-exempt investments                             4,018     9,985      9,721    23,724    46,101    24,130     93,955
 Held to maturity:
    Taxable investments                                1,869    10,237      2,147    14,253     6,264        55     20,572
    Tax-exempt investments                             3,475     4,512      8,779    16,766    27,722     7,695     52,183
                                                    ________    ______     ______   _______   _______   _______    _______
      Total investment securities                     96,693    64,117     84,186   244,996   234,623    54,235    533,854
 Loans held for sale                                   5,870       ---        ---     5,870       ---       ---      5,870
 Federal funds sold and securities purchased under
  agreements to resell                                15,200        --         --    15,200        --        --     15,200
 Interest-bearing deposits with banks                    732        --         --       732        --        --        732
                                                   _________ _________  _________ _________  ________   _______  _________
Total interest-earning assets                     $  433,791    93,519    146,440   673,750   647,254   173,933  1,494,937
                                                   _________ _________  _________ _________  ________   _______  _________

Interest-bearing liabilities:
 Interest-bearing deposits:
  Demand and savings deposits (2)                 $  627,069        --         --   627,069        --        --    627,069
  Time deposits                                      101,789   108,264    125,477   335,530   237,008       166    572,704
 Federal funds purchased and securities sold under
  agreements to repurchase                            66,826        --         --    66,826        --        --     66,826
  Other short-term borrowings                          6,500     2,500     25,150    34,150        --        --     34,150
  Long-term borrowings                                    --        --      1,464     1,464    28,622     4,774     34,860
                                                   _________ _________  _________ _________  ________   _______  _________
Total interest-bearing liabilities                $  802,184   110,764    152,091 1,065,039   265,630     4,940  1,335,609
                                                   _________ _________  _________ _________  ________   _______  _________
Interest sensitivity GAP                          $ (368,393)  (17,245)    (5,651) (391,289)  381,624   168,993    159,328
                                                   _________ _________  _________ _________  ________   _______  _________
Interest sensitivity GAP ratio                         .54:1     .84:1      .96:1     .63:1    2.44:1   35.21:1     1.12:1
                                                   _________ _________  _________ _________  ________   _______  _________

Cumulative interest sensitivity GAP               $ (368,393) (385,638)  (391,289) (391,289)   (9,665)  159,328    159,328
                                                   _________ _________  _________ _________  ________   _______  _________
Cumulative interest sensitivity GAP ratio              .54:1     .58:1      .63:1     .63:1     .99:1    1.12:1     1.12:1
                                                   _________ _________  _________ _________  ________   _______  _________
<FN>
(1)  Nonaccrual loans have been excluded from the interest rate sensitivity analysis.

(2)  Interest-bearing demand and savings deposits are included in the 3 months or less sensitivity category.

(3)  Assumed repayments on mortgage-related loans and investments are based upon projected prepayment speeds
which are determined by considering Wall Street estimates.
</TABLE>


     16

<PAGE>

Item 1(J) Business - Statistical Disclosure, Continued

II.  Investment Portfolio

          The carrying value of investment securities at December 31 for each
of the past three years follows:
<TABLE>
<CAPTION>
                                                         December 31,
                                               ______________________________

                                                   1996      1995      1994
                                                   ____      ____      ____
                                                        (In thousands)

<S>                                               <C>       <C>      <C>
Investment securities available for sale
 (market value):

 Taxable investments:
  United States Treasury securities               $ 41,351   27,775   50,641
  Securities of United States government agencies   98,153   72,822   66,037
  Mortgage-backed and related securities           219,447  191,028  104,121
  Other investments                                  8,193    9,071   10,812

 Tax-exempt investments:
  Obligations of states and political subdivisions  93,955   95,674  117,598
                                                   _______  _______  _______

                                                   461,099  396,370  349,209
                                                   _______  _______  _______

Investment securities held to maturity
  (amortized cost):

 Taxable investments:
  Securities of United States government agencies   15,065   48,595    9,444
  Mortgage-backed and related securities             3,041    3,653   35,282
  Other investments                                  2,466    6,145    3,087

 Tax-exempt investments:
  Obligations of states and political subdivisions  52,183   49,689   46,671
                                                   _______  _______  _______

                                                    72,755  108,082   94,484
                                                   _______  _______  _______

               Total investment securities        $533,854  504,452  443,693
                                                   _______  _______  _______
</TABLE>
     17

<PAGE>
Item 1(J) Business - Statistical Disclosure, Continued


II.  Investment Portfolio

          The following table shows the maturity distribution and weighted
average yields of investment securities at December 31, 1996:


<TABLE>
<CAPTION>
                                          Investments by Maturity and Yields at December 31, 1996
                               ____________________________________________________________________________

                                                      After One            After Five
                                    Within           but through          but through            After
                                   One Year           Five Years           Ten Years           Ten Years

                               _______________     _______________      _______________     _______________
                               Amount    Yield     Amount    Yield      Amount    Yield     Amount    Yield
                               ______    _____     ______    _____      ______    _____     ______    _____
                                                              (Dollars in thousands)
<S>                          <C>         <C>     <C>         <C>     <C>        <C>      <C>        <C>
Investment securities
  available for sale:

 Taxable investments:
  United States Treasury
   securities                $ 15,489    5.65%   $ 25,862    5.91%   $    --      --%    $    --      --%
  Securities of United States
   government agencies         28,285    5.66      51,368    6.08     18,500    6.48          --      --
  Mortgage-backed and
   related securities          64,409    6.17     101,973    6.28     47,467    6.52       5,598    6.44
  Other investments             5,901    6.56       2,292    6.02         --      --          --      --

 Tax-exempt investments:
  Obligations of states and
   political subdivisions      16,226    4.27      48,201    5.01      7,749    5.11      21,779    5.55
                              _______    ____     _______    ____     ______    ____      ______    ____

                              130,310    5.78     229,696    5.93     73,716    6.36      27,377    5.73
                              _______    ____     _______    ____     ______    ____      ______    ____

Investment securities held
  to maturity:

 Taxable investments:
  Securities of United States
   government agencies          4,926    5.51          --      --     10,139    6.13          --      --
  Mortgage-backed and
   related securities             783    7.33       1,338    7.33        920    7.36          --      --
  Other investments             1,260    6.34       1,152    5.80         54    7.87          --      --

 Tax-exempt investments:
  Obligations of states and
   political subdivisions      15,275    4.29      26,116    4.58      4,194    5.30       6,598    5.88
                              _______    ____     _______    ____     ______    ____      ______    ____

                               22,244    4.79      28,606    4.76     15,307    5.98       6,598    5.88
                              _______    ____     _______    ____     ______    ____      ______    ____
Total investment securities  $152,554    5.63%   $258,302    5.80%   $89,023    6.29%    $33,975    5.76%
                              _______    ____     _______    ____     ______    ____      ______    ____
</TABLE>



NOTE:  The weighted average yields are calculated on the basis of the cost
and effective yields for each scheduled maturity group.  The weighted average
yields for tax-exempt obligations have been adjusted to a fully-taxable
basis, assuming a 34 percent federal income tax rate and are adjusted to
reflect the effect of the nondeductible interest expense of owning tax-exempt
investments.

As of December 31, 1996, the Company did not have securities from a single
issuer, other than the United States Government or its agencies, which
exceeded 10 percent of consolidated common stockholders' equity.

Maturities of all investment securities are managed to meet the Company's
normal liquidity needs.  Investment securities available for sale may be sold
prior to maturity to meet liquidity needs, to respond to market changes or to
adjust the Company's asset/liability position.
     18

<PAGE>
Item 1(J) Business - Statistical Disclosure, Continued

III. Loan Portfolio

          The following table shows the amount of loans outstanding by type
as of December 31 for each of the past five years:


<TABLE>
<CAPTION>
                                                                          December 31
                                                      ____________________________________________________
                                                        1996       1995       1994       1993       1992
                                                        ____       ____       ____       ____       ____
                                                                         (In thousands)
<S>                                                   <C>         <C>        <C>        <C>        <C>
1. Real estate loans:
   a. Commercial construction and land development    $ 42,693     38,123     26,549     24,189     25,180
   b. Secured by 1-4 family residential property       338,010    319,430    389,713    349,810    324,124
   c. Other                                            150,395    163,739    143,960    129,574    101,418
2. Loans to financial institutions (primarily bankers'
   acceptances)                                             --         --         --         --        393
3. Loans to farmers                                     69,660     68,543     71,853     66,574     62,471
4. Commercial and industrial loans                     132,395    119,368    115,280     90,521     75,062
5. Loans to individuals for personal expenditures,
   net of unearned income                              207,193    199,489    221,627    214,401    163,876
6. All other loans                                       1,598      1,501      1,232        812        930
                                                       _______    _______    _______    _______    _______

                                                      $941,944    910,193    970,214    875,881    753,454
                                                       _______    _______    _______    _______    _______
</TABLE>


     19

<PAGE>
Item 1(J) Business - Statistical Disclosure, Continued

III. Loan Portfolio, Continued

          The following table shows the maturity distribution of loans as of
December 31, 1996 (excluding real estate loans secured by 1-4 family
residential property and loans to individuals for personal expenditures):


<TABLE>
<CAPTION>

                                                     Loans by Maturity at December 31, 1996
                                                    ________________________________________
                                                              After One
                                                                Year
                                                     Within    through    After Five
                                                    One Year  Five Years     Years    Total
                                                    ________  __________     _____    _____
                                                                  (In thousands)
<S>                                                 <C>        <C>          <C>      <C>
1. Real estate loans:
   a. Commercial construction and land development  $ 32,941     7,789       1,963    42,693
   b. Other                                           41,290    56,629      52,476   150,395
2. Loans to financial institutions                        --        --          --        --
3. Loans to farmers                                   44,606    21,645       3,409    69,660
4. Commercial and industrial loans                    83,338    38,981      10,076   132,395
5. All other loans                                       813       601         184     1,598
                                                     _______   _______      ______   _______

                                                    $202,988   125,645      68,108   396,741
                                                     _______   _______      ______   _______
</TABLE>



          The above loans due after one year which have predetermined and
floating interest rates follow:

          Predetermined interest rates       $ 55,316
                                              _______

          Floating interest rates            $138,437
                                              _______
     20

<PAGE>
Item 1(J) Business - Statistical Disclosure, Continued

III. Loan Portfolio, Continued

          The following schedule shows the dollar amount of loans at December
31 for each of the past five years which were either accounted for on a
nonaccrual basis, had been restructured to below market terms to provide a
reduction or deferral of interest or principal, or were 90 days or more past
due as to interest or principal.  Each particular loan has been included in
only the most appropriate category.

<TABLE>
<CAPTION>
                           1996      1995      1994      1993      1992
                           ____      ____      ____      ____      ____
                                          (In thousands)
<S>                       <C>        <C>       <C>       <C>       <C>
Nonaccrual                $2,663     2,639     3,784     1,605     1,884

Restructured                 568       178       298       323       448

Past due 90 days or more   2,936     2,802       940     2,085     2,261
                           _____     _____     _____     _____     _____

   Nonperforming loans    $6,167     5,619     5,022     4,013     4,593
                           _____     _____     _____     _____     _____
</TABLE>

          Interest income recorded during 1996 on nonaccrual and restructured
loans amounted to $174,000.  The amount of interest income which would have
been recorded during 1996, if nonaccrual and restructured loans had been
current in accordance with the original terms, was $363,000.

          The amounts scheduled above include the entire balance of any
particular loan.  Much of the scheduled amount is adequately collateralized,
and thus does not represent the amount of anticipated charge-offs in the
future.  The loans scheduled are representative of the entire customer base
of the Company and, therefore, are not concentrated in a specific industry or
geographic area other than the loans to farmers in Iowa.  Overdrafts are
loans for which interest does not normally accrue.  Since overdrafts are
generally low volume, they were not included in the above schedule, unless
there was serious doubt concerning collection.

          The accrual of interest income is stopped when the ultimate
collection of a loan becomes doubtful.  A loan is placed on nonaccrual status
when it becomes 90 days past due, unless it is both well secured and in the
process of collection.  Once determined uncollectible, previously accrued
interest is charged to the allowance for loan losses.

          In addition to the loans scheduled above, management has identified
other loans which, due to a change in economic circumstances or a
deterioration in the financial position of the borrower, present serious
concern as to the ability of the borrower to comply with present repayment
terms.  Additionally, management considers the identification of loans
classified for regulatory or internal purposes as loss, doubtful, substandard
or special mention.  This serious concern may eventually result in certain of
these loans being classified in one of the above-scheduled categories.  At
December 31, 1996, these loans amounted to approximately $1 million.

           As of December 31, 1996, management is unaware of any other
material interest-earning assets which have been placed on a nonaccrual
basis, have been restructured, or are 90 days or more past due.  The amount
of other real estate owned, which has been received in lieu of loan
repayment, amounted to $488,000 and $869,000 at December 31, 1996, and 1995,
respectively.
     21

<PAGE>
Item 1(J) Business - Statistical Disclosure, Continued

IV.  Summary of Loan Loss Experience

          The following is an analysis of the allowance for loan losses for
years ended December 31, for each of the past five years:


<TABLE>
<CAPTION>
                                                                       Year Ended December 31
                                                           _______________________________________________
                                                            1996      1995      1994      1993      1992
                                                            ____      ____      ____      ____      ____
                                                                           (In thousands)
<S>                                                       <C>        <C>       <C>       <C>       <C>
Total loans at the end of the year                        $941,944   910,193   970,214   875,881   753,454
Average loans outstanding                                  919,578   945,724   936,370   802,088   736,646
                                                           _______   _______   _______   _______   _______
Allowance for loan losses -
  beginning of the year                                   $ 11,070    10,913     9,818     9,006     8,548
                                                           _______   _______   _______   _______   _______
Amount of charge-offs during year:
  Real estate loans                                            479        41        83       109       276
  Loans to financial institutions                               --        --        --        --        --
  Loans to farmers                                             365        36        31        68        45
  Commercial and industrial loans                              594       340       337        54       252
  Loans to individuals for personal expenditures             2,623     2,960     1,943     1,230     1,304
  All other loans                                               --        --        48        70        67
                                                           _______   _______   _______   _______   _______

    Total charge-offs                                        4,061     3,377     2,442     1,531     1,944
                                                           _______   _______   _______   _______   _______


Amount of recoveries during year:
  Real estate loans                                             68        66       101       101        32
  Loans to financial institutions                               --        --        --        --        --
  Loans to farmers                                             138        50       146        81       179
  Commercial and industrial loans                               95       400       334       248       125
  Loans to individuals for personal expenditures             1,118     1,153       947       641       635
  All other loans                                               --        --        21        20        20
                                                           _______   _______   _______   _______   _______
    Total recoveries                                         1,419     1,669     1,549     1,091       991
                                                           _______   _______   _______   _______   _______
Net loans charged-off during year                            2,642     1,708       893       440       953
                                                           _______   _______   _______   _______   _______
Additions to allowance charged to operating expense          2,900     1,865     1,988     1,252     1,411
                                                           _______   _______   _______   _______   _______
Allowance for loan losses - end of the year               $ 11,328    11,070    10,913     9,818     9,006
                                                           _______   _______   _______   _______   _______
Ratio of allowance to loans outstanding at end of year        1.20%     1.22      1.12      1.12      1.20
                                                              ____      ____      ____      ____      ____
Ratio of net charge-offs to average loans outstanding          .29%      .18       .10       .05       .13
                                                               ___       ___       ___       ___       ___
</TABLE>


NOTE:  The provision for loan losses charged to operating expenses is based
upon management's evaluation of the loan portfolio, past loan loss experience
and the level of the allowance for loan losses necessary to support
management's evaluation of potential losses in the loan portfolio.
Management's evaluation of the allowance for loan losses is based upon
several factors including economic conditions, historical loss and collection
experience, risk characteristics of the loan portfolio, underlying collateral
values, industry risk and credit concentrations.
     22

<PAGE>
Item 1(J) Business - Statistical Disclosure, Continued

IV.  Summary of Loan Loss Experience, Continued

          In the following summary, the Company has allocated the allowance
for loan losses according to the amount deemed to be reasonably necessary to
provide for losses within each category of loans.  The amount of the
allowance applicable to each category and the percentage of loans in each
category to total loans follows:


<TABLE>
<CAPTION>
                                                                   Year Ended December 31
                                 __________________________________________________________________________________________
                                        1996              1995              1994              1993             1992

                                 Allowance Percent Allowance Percent Allowance Percent Allowance Percent Allowance Percent
                                    for   of Loans   for    of Loans   for    of Loans   for    of Loans   for    of Loans
                                   Loan   to Total   Loan   to Total   Loan   to Total   Loan   to Total   Loan   to Total
                                   Losses    Loans   Losses    Loans   Losses    Loans   Losses    Loans   Losses    Loans
                                   ______    _____   ______    _____   ______    _____   ______    _____     _____   _____
                                                 (Dollars in thousands)
<S>                                <C>       <C>     <C>      <C>     <C>       <C>      <C>     <C>       <C>      <C>
Real estate loans                  $ 2,200    56.4%  $ 2,400   57.3%   $2,600    57.7%   $2,400   57.5%    $2,200    59.8%
Loans to financial institutions         --      --        --     --        --      --        --     --         --      .1
Loans to farmers                     1,000     7.4     1,300    7.5     1,400     7.4     1,600    7.6      1,200     8.3
Commercial and industrial loans      3,200    14.0     2,900   13.1     2,800    11.9     2,700   10.3      2,700    10.0
Loans to individuals for personal
  expenditures                       4,928    22.0     4,470   21.9     4,113    22.8     3,118   24.5      2,906    21.3
All other loans                         --      .2        --     .2        --      .2        --     .1         --      .5
                                    ______   _____    ______  _____     _____   _____     _____  _____      _____   _____
                                   $11,328   100.0%  $11,070  100.0%  $10,913   100.0%   $9,818  100.0%    $9,006   100.0%
                                    ______   _____    ______  _____     _____   _____     _____  _____      _____   _____
</TABLE>


     23

<PAGE>
Item 1(J) Business - Statistical Disclosure, Continued

V.   Deposits

          A classification of the Company's average deposits and average
rates paid for the years indicated follows:

<TABLE>
<CAPTION>
                                            Year Ended December 31
                                    __________________________________________

                                    1996             1995             1994
                                ____________     ____________     ____________
                                Amount  Rate     Amount  Rate     Amount  Rate
                                ______  ____     ______  ____     ______  ____
                                             (Dollars in thousands)
<S>                          <C>        <C>   <C>        <C>   <C>        <C>
Noninterest-bearing deposits $  131,051   --% $  128,770   --% $  127,464   --%
Interest-bearing deposits:
   Demand                       376,259 2.98     355,819 3.33     250,520 2.16
   Savings                      241,250 2.54     231,633 2.87     294,715 2.33
   Time                         583,508 5.51     626,497 5.52     625,981 4.68
                              _________ ____   _________ ____   _________ ____

                             $1,332,068       $1,342,719       $1,298,680
                              _________        _________        _________
</TABLE>

          The following sets forth the maturity distribution of all time
deposits of $100,000 or more as of December 31, 1996:

                                               Large Time Deposits
                                                  by Maturity at
          Maturity Remaining                    December 31, 1996
          __________________                   ___________________
                                                  (In thousands)

          Less than 3 months                          $23,750
          Over 3 through 6 months                      20,927
          Over 6 through 12 months                     12,259
          Over 12 months                               25,075
                                                       ______

                                                      $82,011
                                                       ______


VI.  Return on Equity and Assets

          Various operating and equity ratios for the years indicated are
presented below:

<TABLE>
<CAPTION>
                                                     Year Ended  December 31,
                                                     ________________________
                                                      1996     1995     1994
                                                      ____     ____     ____
<S>                                                  <C>      <C>      <C>
Return on average total assets:
  Net income before deduction of minority interest     .92%     .71%     .70%

Return on average equity                             11.76     9.04     9.03

Common dividend payout ratio                         26.86    33.58    34.65

Average equity to average assets                      7.53     7.38     7.36

Equity to assets ratio                                7.41     7.47     7.28

Tier 1 leverage capital ratio                         7.62     7.45     7.23

Primary capital ratio                                 8.33     8.40     8.18
                                                      ____     ____     ____
</TABLE>
     24

<PAGE>
Item 1(J) Business - Statistical Disclosure, Continued

VII. Short-Term Borrowings

          Information relative to federal funds purchased and securities sold
under agreements to repurchase follows:

<TABLE>
<CAPTION>
                                               1996        1995        1994
                                               ____        ____        ____
                                                  (Dollars in thousands)
<S>                                          <C>          <C>          <C>
Amount outstanding at December 31            $66,826      41,107       70,704
Weighted average interest rate at
  December 31                                   3.74%       4.14         4.73
Maximum amount outstanding at any
  quarter-end                                $73,359      41,107       70,704
Average amount outstanding during
  the year                                   $59,276      40,237       61,656
Weighted average interest rate during
  the year                                      4.17%       4.08         3.38
                                                ____        ____         ____
</TABLE>

          Information relative to other short-term borrowings, which consist
primarily of Federal Home Loan Bank borrowings, follows:

<TABLE>
<CAPTION>
                                               1996       1995        1994
                                               ____       ____        ____
                                                  (Dollars in thousands)
<S>                                           <C>         <C>        <C>
Amount outstanding at December 31             $34,150     2,500      12,000
Weighted average interest rate at
  December 31                                   5.97%      4.68        5.40
Maximum amount outstanding at any
  quarter-end                                 $34,150     7,000      12,000
Average amount outstanding during
  the year                                    $17,294     6,536       4,860
Weighted average interest rate during
  the year                                      5.87%       5.67       5.42
                                                ____        ____       ____
</TABLE>
     25

<PAGE>

<PAGE>
Item 2.   Properties.

At December 31, 1996, the affiliated banks and subsidiaries had 45 service
locations with approximately 305,000 square feet, all located in Iowa.  Of
these locations, 30 were owned by the Company - approximately 222,000
square feet; 3 were owned buildings on leased land - approximately 30,000
square feet and 12 were operated under lease contracts with unaffiliated
parties - approximately 53,000 square feet.

The Company leases certain real estate and equipment under long-term and
short-term leases.  The Company owns certain real estate which is leased to
unrelated persons.

Item 3.  Legal Proceedings.

The Company (Brenton Banks, Inc. and its subsidiaries) is involved in
various claims and legal actions arising in the ordinary course of
business.  In the opinion of management, the ultimate disposition of these
matters will not have a material adverse effect on the Company's financial
position or results of operations.

Item 4.  Submission of Matters to a Vote of Security Holders.

There were no matters submitted during the fourth quarter of the fiscal
year covered by this report to a vote of security holders, through the
solicitation of proxies or otherwise.

PART II

Item 5.   Market for the Registrant's Common Equity and Related Stockholder
Matters.

The information appearing on pages 23 and 30 of the Corporation's Appendix
to the Proxy Statement, filed as Exhibit 13 hereto, is incorporated herein
by reference.

There were approximately 1,546 holders of record of the Parent Company's $5
common stock as of March 10, 1997.  The closing bid price of the Parent
Company's common stock was $27.75 on March 10, 1997.

The Parent Company increased dividends to common shareholders in 1996 to
$.454 per share, a 11.0 percent increase over $.409 for 1995.  Dividend
declarations are evaluated and determined by the Board of Directors on a
quarterly basis.  In January 1997, the Board of Directors declared a
dividend of $.13 per common share.  There are currently no restrictions on
the Parent Company's present or future ability to pay dividends.

Item 6.  Selected Financial Data.

The information appearing on page 11 of the Company's Appendix to the Proxy
Statement, filed as Exhibit 13 hereto, is incorporated herein by reference.

Item 7.  Management's Discussion and Analysis of Financial Condition and
Results of Operations.

The information appearing on pages 3 through 9 of the Company's Appendix to
the Proxy Statement, filed as Exhibit 13 hereto, is incorporated herein by
reference.
     26

<PAGE>
Item 8.  Financial Statements and Supplementary Data.

The information appearing on pages 12 through 29 of the Company's Appendix
to the Proxy Statement, filed as Exhibit 13 hereto, is incorporated herein
by reference.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

Within the twenty-four months prior to the date of the most recent
financial statements, there has been no change of accountants of the
Company.

PART III

Item 10.  Directors and Executive Officers of the Registrant.

The definitive proxy statement of Brenton Banks, Inc., which will be filed
not later than 120 days following the close of the Company's fiscal year
ending December 31, 1996, is incorporated herein by reference.  See also
Item 1(E) of this Form 10-K captioned "Executive Officers of the
Registrant."

Item 11.  Executive Compensation.

The definitive proxy statement of Brenton Banks, Inc., which will be filed
not later than 120 days following the close of the Company's fiscal year
ended December 31, 1996, is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

The definitive proxy statement of Brenton Banks, Inc., which will be filed
not later than 120 days following the close of the Company's fiscal year
ending December 31, 1996, is incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions.

The definitive proxy statement of Brenton Banks, Inc., which will be filed
not later than 120 days following the close of the Company's fiscal year
ending December 31, 1996, is incorporated herein by reference.

PART IV


Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.

          The following exhibits and financial statement schedules are filed
as part of this report:

          (a)     1.  Financial Statements: See the financial statements on
                      pages 12 through 29 of the Company's Appendix to the
                      Proxy Statement, filed as Exhibit 13 hereto, which are
                      incorporated by reference herein.

                  2.  Financial Statement Schedules: See Exhibits 11 and 12,
                      for computation of earnings per share and ratios.
     27

<PAGE>
                  3.  Exhibits (not covered by independent auditors' report).

                      Exhibit 3

                      The Articles of Incorporation, as amended, and Bylaws,
                      as amended, of Brenton Banks, Inc.  These Articles of
                      Incorporation and Bylaws are incorporated by reference
                      from Form 10-K of Brenton Banks, Inc. for the year
                      ended December 31, 1993.

                      Exhibit 10.1

                     Summary of the Company's Bonus Plans under which
                     some of the executive officers of the Company
                     and certain other personnel of the subsidiaries
                     are eligible to receive a bonus each year.

                     Exhibit 10.2

                     1996 Stock Option Plan, Administrative Rules
                     and Agreement under which officers of the Company
                     are eligible to receive options to purchase
                     an aggregate of 550,000 shares of the Company's $5 par
                     value common stock.  This 1996 Stock Option Plan,
                     Administrative Rules and Agreement is incorporated by
                     reference from Form 10-Q of Brenton Banks, Inc. for
                     the quarter ended September 30, 1996.

                     Exhibit 10.3

                     Directors' Incentive Plan.  This Directors' Incentive
                     Plan is incorporated by reference from Form 10-Q of
                     Brenton Banks, Inc. for the quarter ended
                     September 30, 1995.

                     Exhibit 10.4

                     Employment Agreement, dated July 6, 1989, between
                     William H. Brenton and Brenton Banks, Inc.
                     This Employment Agreement is incorporated by reference
                     from Form 10-K of Brenton Banks, Inc. for the year
                     ended December 31, 1994.

                     Exhibit 10.5

                     Non-Qualified Stock Option Plan, Administrative
                     Rules and Agreement under which officers of
                     the Company are eligible to receive options
                     to purchase an aggregate of 330,000 shares of
                     the Company's $5 par value common stock.  This
                     Non-Qualified Stock Option Plan, Administrative
                     Rules and Agreement is incorporated by reference
                     from Form 10-K of Brenton Banks, Inc. for the
                     year ended December 31, 1992.
     28

<PAGE>
                     Exhibit 10.6

                     Long-Term Stock Compensation Plan, Agreements
                     and related documents, effective for 1994, under
                     which certain of the Company's senior officers
                     and bank presidents are eligible to receive shares
                     of Brenton Banks, Inc. stock based upon their
                     service to the Company and Company performance.
                     This Long-Term Stock Compensation Plan, Agreements
                     and related documents are incorporated by reference
                     from Form 10-K of Brenton Banks, Inc. for the
                     year ended December 31, 1994.

                     Exhibit 10.7

                     Long-Term Stock Compensation Plan, Agreements
                     and related documents, effective for 1993, under
                     which certain of the Company's senior officers
                     and bank presidents are eligible to receive shares of
                     Brenton Banks, Inc. stock based upon their service
                     to the Company and Company performance.  This
                     Long-Term Stock Compensation Plan, Agreements
                     and related documents are incorporated by reference
                     from Form 10-K of Brenton Banks, Inc. for the
                     year ended December 31, 1993.

                     Exhibit 10.8

                     Long-Term Stock Compensation Plan, Agreements
                     and related documents, effective for 1995, under
                     which certain of the Company's senior officers
                     and bank presidents are eligible to receive shares
                     of Brenton Banks, Inc. stock based upon their
                     service to the Company and Company performance.
                     This Long-Term Stock Compensation Plan, Agreements
                     and related documents are incorporated by reference
                     from Form 10-K of Brenton Banks, Inc. for the year
                     ended December 31, 1995.

                     Exhibit 10.9

                     Standard Agreement for Advances, Pledge and Security
                     Agreement between Brenton Banks and the Federal Home
                     Loan Bank of Des Moines.  This Standard Agreement
                     for Advances, Pledge and Security Agreement
                     is incorporated by reference from Form 10-K of
                     Brenton Banks, Inc. for the year ended December 31,
                     1993.

                     Exhibit 10.10

                     Short-term note with American National Bank & Trust
                     Company of Chicago as of  April 30, 1996, setting
                     forth the terms of the Parent Company's
                     $2,000,000 short-term debt agreement.

                     Exhibit 10.11

                     Data Processing Agreement dated December 1, 1991
                     by and between ALLTEL Financial Information
                     Services, Inc., (formerly Systematics, Inc.)
                     and Brenton Bank (formerly Brenton
                     Information Systems, Inc.).
     29

<PAGE>
                     Exhibit 10.12

                     Correspondent Services Agreement dated
                     November 13, 1996 between Brenton Bank and the
                     Federal Home Loan Bank of Des Moines.

                     Exhibit 10.13

                     Adoption Agreement #003 - Nonstandardized Code
                     Section 401(k) Profit Sharing Plan, effective
                     November 14, 1996.

                     Exhibit 10.14

                     Indenture Agreement with respect to Capital
                     Notes dated April 12, 1993.  This Indenture
                     Agreement is incorporated by reference from
                     Form 10-K of Brenton Banks, Inc. for the year
                     ended December 31, 1993.

                     Exhibit 10.15

                     Indenture Agreement with respect to Capital
                     Notes dated April 14, 1992.  This Indenture
                     Agreement is incorporated by reference from
                     Form 10-K of Brenton Banks, Inc. for the
                     year ended December 31, 1992.

                     Exhibit 10.16

                     Indenture Agreement with respect to Capital
                     Notes dated March 27, 1991.

                     Exhibit 10.17

                     Indenture Agreement with respect to Capital
                     Notes dated August 5, 1991.

                     Exhibit 10.18

                     Indenture Agreement with respect to Capital
                     Notes dated April 8, 1994.  This Indenture
                     Agreement is incorporated by reference from
                     Form 10-K of Brenton Banks, Inc. for the year
                     ended December 31, 1994.

                     Exhibit 10.19

                     Indenture Agreement with respect to Capital
                     Notes dated April 10, 1995.  This Indenture
                     Agreement is incorporated by reference from Form
                     10-K of Brenton Banks, Inc. for the year
                     ended December 31, 1995.

                     Exhibit 10.20

                     Indenture Agreement with respect to Capital
                     Notes dated April 10, 1996.
     30

<PAGE>
                     Exhibit 10.21

                     Split Dollar Insurance Agreement between the
                     Company, William H. Brenton Crummy Trust and
                     William H. Brenton Crummy Trust II, dated November
                     23, 1994. This Split Dollar Insurance Agreement
                     is incorporated by reference from Form 10-K of
                     Brenton Banks, Inc. for the year ended December
                     31, 1994.

                     Exhibit 10.22

                     Split Dollar Insurance Agreement between the
                     Company and Brenton Life Insurance Trust for
                     the benefit of C. Robert Brenton, dated August
                     12, 1994.  This Split Dollar Insurance Agreement
                     is incorporated by reference from Form 10-K of
                     Brenton Banks, Inc. for the year ended December
                     31, 1994.

                     Exhibit 10.23

                     Split Dollar Insurance Agreement between the
                     Company and Brenton Life Insurance Trust
                     for the benefit of Junius C. Brenton, dated
                     January 12, 1997.

                     Exhibit 10.24

                     Agreement between Robert L. DeMeulenaere and
                     the Company regarding the change in
                     control arrangements, dated December 31, 1994.
                     This Agreement is incorporated by reference from
                     Form 10-K of Brenton Banks, Inc. for the year
                     ended December 31, 1994.

                     Exhibit 10.25

                     Agreement between Larry A. Mindrup and the
                     Company regarding the change in control
                     arrangements, dated December 31, 1994.  This
                     Agreement is incorporated by reference from Form
                     10-K of Brenton Banks, Inc. for the year
                     ended December 31, 1994.

                     Exhibit 10.26

                     Agreement between Norman D. Schuneman and the
                     Company regarding the change in control arrangements,
                     dated December 31, 1994.  This Agreement
                     is incorporated by reference from Form 10-K of Brenton
                     Banks, Inc. for the year ended December 31, 1995.

                     Exhibit 10.27

                     Twelfth Amendment to Data Processing Agreement
                     dated July 1, 1995, by and between ALLTEL Financial
                     Information Services, Inc. (formerly Systematics, Inc.
                     and Systematics Financial Services, Inc.) and Brenton
                     Banks Services Corp. (formerly Brenton Information
                     Systems, Inc.).  This Twelfth Amendment to Data
                     Processing Agreement is incorporated by reference from
                     Form 10-Q of Brenton Banks, Inc. for the quarter ended
                     September 30, 1995.
     31

<PAGE>
                     Exhibit 10.28

                     Thirteenth Amendment to Data Processing
                     Agreement dated December 1, 1995, by and
                     between ALLTEL Financial Information Services,
                     Inc. (formerly Systematics Financial Services,
                     Inc.) and Brenton Bank (formerly Brenton
                     Banks Services Corp.).  This Thirteenth Amendment
                     to Data Processing Agreement is incorporated
                     by reference from Form 10-K of Brenton Banks, Inc.
                     for the year ended December 31, 1995.

                      Exhibit 11

                      Statement of computation of earnings per share.

                      Exhibit 12

                      Statement of computation of ratios.

                      Exhibit 13

                      The Appendix to the Proxy Statement for Brenton Banks,
                      Inc., for the 1996 calendar year.

                      Exhibit 21

                      Subsidiaries.

                      Exhibit 23

                      Consent of KPMG Peat Marwick LLP to the incorporation
                      of their report dated February 7, 1997, relating to
                      certain consolidated financial statements of Brenton
                      Banks, Inc. into the Registration Statement on Form S-8
                      of Brenton Banks, Inc.

                      Exhibit 27

                      Financial Data Schedule (filed only with Electronic
                      Transmission).

          The Parent Company will furnish to any shareholder upon request a
copy of any exhibit upon payment of a fee of $.50 per page. Requests for
copies of exhibits should be directed to Steven T. Schuler, Chief Financial
Officer/Treasurer/Secretary, at Brenton Banks, Inc., P.O. Box 961,
Des Moines, Iowa 50304-0961.

          (b)     Reports on Form 8-K:  No reports on Form 8-K were required
to be filed during the last quarter of 1996.
     32

<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.



BRENTON BANKS, INC.




By  /s/ C. Robert Brenton
Chairman of the Board of Directors
C. ROBERT BRENTON

Date:  March 13, 1997




          Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.





By  /s/ C. Robert Brenton
Chairman of the Board and Director
C. ROBERT BRENTON
Principal Executive Officer

Date:  March 13, 1997




By  /s/ Robert L. DeMeulenaere
President and Director
ROBERT L. DEMEULENAERE
Principal Executive Officer

Date:  March 13, 1997
     33

<PAGE>
By  /s/ Steven T. Schuler
Chief Financial Officer/Treasurer/Secretary
STEVEN T. SCHULER
Chief Financial Officer
Chief Accounting Officer

Date:  March 13, 1997




BOARD OF DIRECTORS


By  /s/ William H. Brenton
WILLIAM H. BRENTON

Date:  March 13, 1997


By  /s/ Junius C. Brenton
JUNIUS C. BRENTON

Date:  March 13, 1997


By  /s/ R. Dean Duben
R. DEAN DUBEN

Date:  March 13, 1997


By  /s/ Hubert G. Ferguson
HUBERT G. FERGUSON

Date:  March 13, 1997


By  /s/ Gary M. Christensen
GARY M. CHRISTENSEN

Date:  March 13, 1997
     34

<PAGE>
EXHIBIT INDEX

Exhibits                                                               Page

          Exhibit 3

          The Articles of Incorporation, as amended, and Bylaws,
          as amended, of Brenton Banks, Inc.  These Articles of
          Incorporation and Bylaws are incorporated by reference
          from Form 10-K of Brenton Banks, Inc. for the year
          ended December 31, 1993.  . . . . . . . . . . . . . . . . .   40

          Exhibit 10.1

          Summary of the Company's Bonus Plans under which some
          of the executive officers of the Company and certain
          other personnel of the subsidiaries are eligible to
          receive a bonus each year. . . . . . . . . . . . . . . .   41

          Exhibit 10.2

          1996 Stock Option Plan, Administrative Rules and
          Agreement under which officers of the Company are
          eligible to receive options to purchase an aggregate
          of 550,000 shares of the Company's $5 par value common
          stock.  This 1996 Stock Option Plan, Administrative
          Rules and Agreement is incorporated by reference from
          Form 10-Q of Brenton Banks, Inc. for the quarter ended
          September 30, 1996. . . . . . . . . . . . . . . . . . . .  43

          Exhibit 10.3

          Directors' Incentive Plan.  This Directors' Incentive
          Plan is incorporated by reference from Form 10-Q of
          Brenton Banks, Inc. for the quarter ended September 30,
          1995.. . . . . . . . . . . . . . . . . . . . . . . . . .   44

          Exhibit 10.4

          Employment Agreement, dated July 6, 1989, between William
          H. Brenton and Brenton Banks, Inc.  This Employment
          Agreement is incorporated by reference from Form 10-K of
          Brenton Banks, Inc. for the year ended December 31,
          1994.. . . . . . . . . . . . . . . . . . . . . . . . . .   45

          Exhibit 10.5

          Non-Qualified Stock Option Plan, Administrative Rules
          and Agreement under which officers of the Company are
          eligible to receive options to purchase an aggregate of
          330,000 shares of the Company's $5 par value common
          stock.  This Non-Qualified Stock Option Plan,
          Administrative Rules and Agreement is incorporated by
          reference from Form 10-K of Brenton Banks, Inc. for the
          year ended December 31, 1992. . . . . . . . . . . . . . .   46
     35

<PAGE>
          Exhibit 10.6

          Long-Term Stock Compensation Plan, Agreements and
          related documents, effective for 1994, under which
          certain of the Company's senior officers and bank
          presidents are eligible to receive shares of Brenton Banks,
          Inc. stock based upon their service to the Company and
          Company performance. This Long-Term Stock Compensation
          Plan, Agreements and related documents are incorporated
          by reference from Form 10-K of Brenton Banks, Inc. for
          the year ended December 31, 1994.. . . . . . . . . . . .    47

          Exhibit 10.7

          Long-Term Stock Compensation Plan, Agreements and
          related documents, effective for 1993, under which
          certain of the Company's senior officers and bank
          presidents are eligible to receive shares of Brenton Banks,
          Inc. stock based upon their service to the Company and
          Company performance. This Long-Term Stock Compensation
          Plan, Agreements and related documents are incorporated
          by reference from Form 10-K of Brenton Banks, Inc. for
          the year ended December 31, 1993. . . . . . . . . . . ..    48

          Exhibit 10.8

          Long-Term Stock Compensation Plan, Agreements and
          related documents, effective for 1995, under which
          certain of the Company's senior officers and bank
          presidents are eligible to receive shares of Brenton
          Banks, Inc.   This Long-Term Stock Compensation Plan,
          Agreements and related documents are incorporated by
          reference from Form 10-K of Brenton Banks, Inc. for the
          year ended December 31, 1995.. . . . . . . . . . . . . . .  49

          Exhibit 10.9

          Standard Agreement for Advances, Pledge and Security
          Agreement between Brenton Banks and the Federal Home Loan
          Bank of Des Moines.  This Standard Agreement for Advances,
          Pledge and Security Agreement is incorporated by reference
          from Form 10-K of Brenton Banks, Inc. for the year ended
          December 31, 1993.. . . . . . . . . . . . . . . . . . . .   50

          Exhibit 10.10

          Short-term note with American National Bank & Trust
          Company of Chicago as of April 30, 1996, setting forth
          the terms of the Parent Company's $2,000,000 short-term
          debt agreement. . . . . . . . . . . . . . . . . . . . ..    51

          Exhibit 10.11

          Data Processing Agreement dated December 1, 1991 by and
          between ALLTEL Financial Information Services, Inc.,
          (formerly Systematics, Inc.) and Brenton Bank (formerly
          Brenton Insurance Systems, Inc.). . . . . . . . . . . . .   55

          Exhibit 10.12

          Correspondent Services Agreement dated November 13, 1996
          between Brenton Bank and the Federal Home Loan Bank of
          Des Moines. . . . . . . . . . . . . . . . . . . . . . . .  124
     36

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          Exhibit 10.13

          Adoption Agreement #003 - Nonstandardized Code Section
          401(k) Profit Sharing Plan, effective November 14, 1996.  .142

          Exhibit 10.14

          Indenture Agreement with respect to Capital Notes dated
          April 12, 1993. This Indenture Agreement is incorporated
          by reference from Form 10-K of Brenton Banks, Inc. for the
          year ended December 31, 1993. . . . . . . . . . . . . . .  183

          Exhibit 10.15

          Indenture Agreement with respect to Capital Notes dated
          April 14, 1992.  This Indenture Agreement is incorporated
          by reference from Form 10-K of Brenton Banks, Inc. for the
          year ended December 31, 1992.  . . . . . . . . . . . . . . 184

          Exhibit 10.16

          Indenture Agreement with respect to Capital Notes dated
          March 27, 1991. . . . . . . . . . . . . . . . . . . . .  ..185

          Exhibit 10.17

          Indenture Agreement with respect to Capital Notes
          dated August 5, 1991. . . . . . . . . . . . . . . . . . .  204

          Exhibit 10.18

          Indenture Agreement with respect to Capital Notes
          dated April 8, 1994. This Indenture Agreement is
          incorporated by reference from Form 10-K of Brenton
          Banks, Inc. for the year ended December 31, 1994.. . . ..  219

          Exhibit 10.19

          Indenture Agreement with respect to Capital Notes
          dated April 10, 1995. This Indenture Agreement is
          incorporated by reference from Form 10-K of Brenton
          Banks, Inc. for the year ended December 31, 1995.. . . .   220

          Exhibit 10.20

          Indenture Agreement with respect to Capital Notes
          dated April 10, 1996.. . . . . . . . . . . . . . . . . .   221

          Exhibit 10.21

          Split Dollar Insurance Agreement between the Company,
          William H. Brenton Crummy Trust and William H. Brenton
          Crummy Trust II, dated November 23, 1994.  This Split
          Dollar Insurance Agreement is incorporated by reference
          from Form 10-K of Brenton Banks, Inc. for the year ended
          December 31, 1994.. . . . . . . . . . . . . . . . . . . .  223
     37

<PAGE>
          Exhibit 10.22

          Split Dollar Insurance Agreement between the Company and
          Brenton Life Insurance Trust for the benefit of C.
          Robert Brenton, dated August 12, 1994. This Split
          Dollar Insurance Agreement is incorporated by reference
          from Form 10-K of Brenton Banks, Inc. for the year ended
          December 31, 1994. . . . . . . . . . . . . . . . . . . .    224

          Exhibit 10.23

          Split Dollar Insurance Agreement between the Company
          and Brenton Life Insurance Trust for the benefit of
          Junius C. Brenton, dated January 12, 1997.. . . . . . . .   225

          Exhibit 10.24

          Agreement between Robert L. DeMeulenaere and the
          Company regarding the change in control arrangements,
          dated December 31, 1994.  This Agreement is incorporated
          by reference from Form 10-K of Brenton Banks, Inc. for
          the year ended December 31, 1994.  . . . . . . . . . . . .  237

          Exhibit 10.25

          Agreement between Larry A. Mindrup and the Company
          regarding the change in control arrangements, dated
          December 31, 1994.  This Agreement is incorporated by
          reference from Form 10-K of Brenton Banks, Inc. for the
          year ended December 31, 1994. . . . . . . . . . . . . . .   238

          Exhibit 10.26

          Agreement between Norman D. Schuneman and the Company
          regarding the change in control arrangements, dated
          December 31, 1994.  This Agreement is incorporated by
          reference from Form 10-K of Brenton Banks, Inc. for the
          year ended December 31, 1995. . . . . . . . . . . . . . .   239

          Exhibit 10.27

          Twelfth Amendment to Data Processing Agreement dated
          July 1, 1995, by and between ALLTEL Financial Information
          Services, Inc. (formerly Systematics, Inc. and Systematics
          Financial Services, Inc.) and Brenton Banks Services Corp.
          (formerly Brenton Information Systems, Inc.).  This Twelfth
          Amendment to Data Processing Agreement is incorporated by
          reference from Form 10-Q of Brenton Banks, Inc. for
          the quarter ended September 30, 1995. . . . . . . . . . . .  240

          Exhibit 10.28

          Thirteenth Amendment to Data Processing Agreement dated
          December 1, 1995, by and between ALLTEL Financial
          Information Services, Inc. (formerly Systematics
          Financial Services, Inc.) and Brenton Bank (formerly
          Brenton Banks Services Corp.).  This Thirteeneth Amendment
          to Data Processing Agreement is incorporated by reference
          from Form 10-K of Brenton Banks, Inc. for the year ended
          December 31, 1995. . . . . . . . . . . . . . . . . . . . .. 241
    38

<PAGE>
          Exhibit 11

          Statement of computation of earnings per share. . . . . . .   242

          Exhibit 12

          Statement of computation of ratios. . . . . . . . . . . . .   244

          Exhibit 13

          The Appendix to the Proxy Statement for Brenton Banks,
          Inc. for the 1996 calendar year. . . . . . . . . . . . . .    248

          Exhibit 21

          Subsidiaries. . . . . . . . . . . . . . . . . . . . .  .  .   286

          Exhibit 23

          Consent of KPMG Peat Marwick LLP to the incorporation
          of their report dated February 7, 1997, relating to
          certain consolidated financial statements of Brenton
          Banks, Inc. into the Registration Statement on Form S-8
          of Brenton Banks, Inc.  . . . . . . . . . . . . . . . . . .   288

          Exhibit 27

          Financial Data Schedule (filed only with Electronic
          Transmission).  . . . . . . . . . . . . . . . . . . . . . .   290
     39