BRENTON BANKS, INC.
APPENDIX TO THE PROXY STATEMENT
FISCAL YEAR 1996

<PAGE>
TABLE OF CONTENTS

                                                          PAGE

General Information                                         1

Financial Highlights                                        2

Management's Discussion and Analysis                        3

Consolidated Average Balances and Rates                     9

Selected Financial Data                                     10

Consolidated Statements of Condition                        11

Consolidated Statements of Operations                       12

Consolidated Statements of Cash Flows                       13

Consolidated Statements of Changes in
  Common Stockholders' Equity                               14

Notes to Consolidated Financial Statements                  15

Management's Report                                         28

Independent Auditors' Report                                28

Stock Information                                           29

Corporate Structure                                         30

<PAGE>
BRENTON BANKS, INC.

GENERAL INFORMATION



     Brenton Banks, Inc. (the "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 of Brenton Companies in 1948.
Subsequently, the Company's name was changed to its current name,
Brenton Banks, Inc.

     Brenton Banks, Inc. is Iowa's largest, home-based bank
holding company, with 45 service locations in metropolitan
markets and regional economic centers across the state.  The
Company offers a complete range of financial products and
services - including retail, agricultural and commercial banking;
trust and investment management services; investment, insurance
and real estate brokerage; mortgage banking; cash management and
international banking services as well as our own proprietary
mutual funds.  The Company's stock trades on the NASDAQ national
market under the symbol BRBK or BrentB.

<PAGE>
<TABLE>
<CAPTION>
BRENTON BANKS, INC. AND SUBSIDIARIES
FINANCIAL HIGHLIGHTS
                                    1996           1995           1994
<S>                       <C>             <C>            <C>
Operating Results
Net interest income       $   56,052,142     53,332,143      5,450,526
Provision for loan losses      2,900,000      1,864,801      1,987,909
Total noninterest income      23,327,441     17,846,740     16,592,988
Total noninterest expense     56,090,571     55,051,267     56,656,922
Income before income taxes
  and minority interest       20,389,012     14,262,815     13,398,683
Net income                    14,015,430     10,407,354     10,107,387

Per Common and Common
  Equivalent Share***
Net income                $         1.69           1.22           1.15
Cash dividends                      .454           .409            .40
Book value, including
   unrealized gains
  (losses)*                        15.08          14.20          12.75
Book value, excluding
   unrealized gains
  (losses)**                       14.95          14.04          13.35
Closing bid price                  27.63          19.32          16.59

At December 31
Assets                    $1,632,095,082  1,582,779,320  1,581,326,849
Loans                        941,943,513    910,193,212    970,214,498
Nonperforming loans            6,167,000      5,619,000      5,022,000
Deposits                   1,353,057,111  1,361,942,715  1,340,283,110
Common stockholders'
  equity                     121,954,229    119,533,631    110,430,345

Ratios
Return on average common
  stockholders' equity
  (ROE)                            11.76%          9.04           9.03
Return on average assets
  (including minority
   interest) (ROA)                   .92            .71            .70
Net interest margin                 4.03           3.89           4.12
Net noninterest margin             (2.09)         (2.38)         (2.61)
Efficiency ratio                   68.27          73.70          74.63
Loan to deposit ratio              69.62          66.83          72.39
Allowance for loan losses
  to total loans                    1.20           1.22           1.12
Primary capital to
  assets**                          8.33           8.40           8.18
Equity to assets**                  7.41           7.47           7.28
Tier 1 leverage capital
  ratio**                           7.62           7.45           7.23
Nonperforming loans as a
  percent of loans                   .65            .62            .52
Net charge-offs as a
  percent of average loans           .29            .18            .10
Allowance for loan losses
  as a percent of
  nonperforming loans             183.69         197.01         217.30
<FN>
*     Including unrealized gains (losses) on securities
      available for sale.
**    Excluding unrealized gains (losses) on securities
      available for sale.
***   Restated for the 10% common stock dividend effective in
      1996.
</TABLE>


<PAGE>
Management's Discussion and Analysis

     For 1996, Brenton Banks, Inc. and subsidiaries (the "Company")
reported net income of $14,015,430 compared to 1995 earnings of
$10,407,354.

Capital Resources

     Common stockholders' equity totaled $121,954,229 as of
December 31, 1996, a 2.0 percent increase from the prior year.

     In October 1996, the Board of Directors (the "Board") declared
a 10 percent common stock dividend.  As a result of this action,
each shareholder received one additional share of common stock for
every 10 shares they owned.  Fractional shares were paid in cash.
All per-share data has been restated to reflect the 10 percent
common stock dividend.  Cash dividends for 1996 totaled $3,748,653
or $.454 per common share, which represents an increase of 11.0
percent over 1995 dividends of $.409 per share.  The dividend
payout ratio for 1996 was 26.9 percent of earnings per share.

     As part of the Company's ongoing stock repurchase plan,
347,700 shares of common stock were repurchased during 1996 at a
cost of $8,248,331.  The Board had given the Company authorization
to repurchase up to $10 million during 1996.  Since the inception
of the plan in 1994, the Company has repurchased 650,633 shares at
a total cost of $13,929,392.  The Board has extended this plan for
1997 by authorizing up to an additional $10 million for stock
repurchase.

     The Company continues to monitor its capital position to
balance the goals of maximizing return on average equity, while
maintaining adequate capital levels for regulatory purposes.  The
Company's risk-based core capital ratio at December 31, 1996, was
11.57 percent and the total risk-based capital ratio was 12.64
percent.  These ratios exceeded the minimum regulatory requirements
of 4.00 and 8.00 percent, respectively.  The Company's tier 1
leverage capital ratio, which measures capital excluding intangible
assets, was 7.62 percent at December 31, 1996, exceeding the
regulatory minimum requirement for well-capitalized institutions of
5.0 percent.

     The debt-to-equity ratio of Brenton Banks, Inc. (the "Parent
Company") was 9.2 percent at December 31, 1996, compared to 10.4
percent at the end of 1995.  The Parent Company's $2 million line
of credit with a regional bank was unused throughout 1996.  Long-
term borrowings of the Parent Company at December 31, 1996,
consisted entirely of $11,248,000 of capital notes.

     Brenton Banks, Inc. common stock closed on December 31, 1996,
at a bid price of $27.63, an increase of 43.0 percent over the
prior year-end.  The closing price at December 31, 1996, was 183
percent of the book value per share of $15.08.  The year-end stock
price represented a price-to-1996-earnings multiple of 16.3 times.

     Brenton Banks, Inc. continues to pursue acquisition and
expansion opportunities which will enhance the financial
performance of the Company as well as strengthen the Company's
presence in current and new markets.  There are currently no
pending acquisitions that would require Brenton Banks, Inc. to
secure capital from public or private markets.

Forward-looking Information

     Forward-looking information relating to the financial results
or strategies of the Company are referenced throughout Management's
Discussion and Analysis.  The following paragraphs identify
forward-looking statements and the risks that need to be considered
when reading those statements.

     Forward-looking statements include such words as believe,
expect, anticipate, target, goal, objective or other words with
similar meaning.  The Company is under no obligation to update such
forward-looking information statements.

     The risks involved in the operations and strategies of the
Company include competition from other financial institutions,
changes in interest rates, changes in economic or market conditions
and changes in regulations from the federal and state regulators.
These risks, which are not all inclusive, cannot be estimated.

Asset-Liability Management

     The Company has a fully-integrated asset-liability management
system to assist in managing the balance sheet.  The process, which
is used to project the results of alternative investment decisions,
includes the development of simulations that reflect the effects of
various interest rate scenarios on net interest income.  Management
analyzes the simulations to manage interest rate risk, the net
interest margin and levels of net interest income.

     The goal is to structure the balance sheet so net interest
margin fluctuates in a narrow range during periods of changing
interest rates.  The Company currently believes that net interest
income would fall by less than 4 percent if interest rates
increased or decreased by 300 basis points over a one-year time
horizon.  This is within the Company's policy limits.

<PAGE>
     The slope of the yield curve is also a major determinant in
the net interest income of the Company.  Generally, the steeper the
intermediate treasury to LIBOR curve, the better the prospects for
net interest income improvement.

     The Company continues to reduce its reliance on residential
real estate loans with long repricing periods.  When appropriate
for interest rate management purposes, the Company will consider
securitization of real estate loans.  Another key to interest rate
risk management is continuing to increase variable rate loans as a
percent of total earning assets.

     In addition to normal balance sheet instruments, the Company
has utilized Federal Home Loan Bank borrowings and interest rate
swaps to reduce interest rate risk.

Liquidity

     The Company actively monitors and manages its liquidity
position with the objective of maintaining sufficient cash flows to
fund operations and meet customer commitments.  Federal funds sold,
loans held for sale and investment securities available for sale
are readily marketable assets.  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 interest rate risk position.  Federal
funds sold and assets available for sale comprised 29.5 percent of
the Company's total assets at December 31, 1996.

     Net cash provided from operations of the Company is another
major source of liquidity and totaled $14,997,716 in 1996,
$8,388,374 in 1995 and $18,524,837 in 1994.  These strong cash
flows from operations are expected to continue in the foreseeable
future.

     The Company has historically maintained a stable deposit base
and a relatively low level of large deposits which result in a low
dependence on volatile liabilities.  At December 31, 1996, the
Company had borrowings of $57,700,000 from the Federal Home Loan
Bank ("FHLB") of Des Moines, of which $52,700,000 were used as a
means of providing long-term, fixed-rate funding for certain fixed-
rate assets and managing interest rate risk.  The remaining
$5,000,000 represents an advance on a variable rate, short-term
$10,000,000 line of credit used to fund mortgage loans originated
for sale.  The Company had additional borrowing capacity available
from the FHLB of approximately $80 million at December 31, 1996.

     The combination of high levels of potentially liquid assets,
strong cash flows from operations, low dependence on volatile
liabilities and additional borrowing capacity provided strong
liquidity for the Company at December 31, 1996.

     The Parent Company had sufficient cash flow and liquidity at
December 31, 1996.  The primary funding source for the Parent
Company is dividends from its subsidiaries.  Dividends of
approximately $16 million were available to be paid to the Parent
Company by subsidiary banks without reducing capital ratios below
regulatory minimums.  At the end of 1996, the Parent Company had
$5.6 million of interest-bearing deposits with banks, as well as
additional borrowing capacity.

Results of Operations - 1996 Compared to 1995

Net Income

     For the year ended December 31, 1996, Brenton Banks, Inc.
recorded net income of $14,015,430, an increase of 34.7 percent
over 1995, which totaled $10,407,354.  Earnings per common share
were $1.69 compared to $1.22 for 1995.  Return on average assets
(ROA) was .92 percent in 1996, compared to .71 percent in 1995.
The return on average equity (ROE) was 11.76 percent, compared to
9.04 percent one year earlier.

Net Interest Income

     Net interest income rose 5.1 percent to $56,052,142 for 1996.
 Both average earning assets and average interest-bearing
liabilities increased 1.0 percent from 1995.  The Company
experienced a favorable change in the mix of earning assets and
interest-bearing liabilities which contributed to an increase in
net interest margin of 14.1 basis points over 1995.  The average
rate earned on earning assets declined 5.9 basis points, while the
average rate paid on interest-bearing liabilities declined 22.4
basis points.

     The net interest spread, which is the difference between the
rate earned on assets and the rate paid on liabilities, rose to
3.58 percent from 3.41 percent last year.  Net interest margin,
which is tax equivalent net interest income as a percentage of
average earning assets, averaged 4.03 percent in 1996 compared to
3.89 percent in 1995.  To improve net interest margin and lessen
interest rate risk, the Company continued its strategy of de-
emphasizing portfolio real estate loans and developing more
commercial and consumer loan business.

Loan Quality

     Loan quality remains strong with nonperforming loans at
December 31, 1996 totaling $6,167,000 or .65 percent of loans.
This compares to .62 percent at December 31, 1995, or $5,619,000.
Nonperforming loans include loans on nonaccrual status, loans that
have been renegotiated to below market interest rates or terms, and
loans past due 90 days or more.  The majority of the increase in
nonperforming loans was related to two loans that were restructured
within the commercial loan portfolio.

<PAGE>
     The allowance for loan losses, which totaled $11.3 million,
represented 183.69 percent of nonperforming loans at the end of
1996, compared to 197.01 percent one year ago.  The provision for
loan losses totaled $2,900,000 for the year ended December 31,
1996, compared to $1,864,801 for 1995.  The increase of $1,035,199
in provision is primarily related to a 933,535, or 54.7 percent,
increase in net loan charge-offs during 1996.  The Company's net
charge-offs as a percent of average loans were .29 percent for 1996
compared to .18 percent for 1995.  Loan losses for 1996 were
concentrated in the consumer loan portfolio.

     Loan quality control and risk management are carefully
balanced with goals for loan growth.  The Company has a formal
structure for reviewing and approving all loans.  Documentation and
loan quality reviews are performed routinely by internal loan
review personnel, as well as by regulatory examiners.

     The allowance for loan losses represents a reserve available
to absorb estimated possible future loan losses within the loan
portfolio.  The allowance is based on management's judgment after
considering various factors such as the current and anticipated
economic environment, historical loan loss experience, and most
importantly, the evaluation of larger individual loans by lending
officers and internal loan review personnel.

     Using the Company's standard evaluation process, individual
loan officers evaluate loan characteristics, the borrower's
financial condition and collateral values.  From these assessments,
the Reserve Adequacy Committee performs quarterly reviews of the
loan portfolio quality, quantifies the results and reviews the
calculations of the required allowance for loan losses.  In
addition, the Reserve Adequacy Committee approves charge-offs and
reviews subsequent collection action plans for problem credits.

     Management believes the allowance for loan losses at December
31, 1996, was sufficient to absorb potential loan losses within the
portfolio.

Net Noninterest Margin

     To measure operating efficiency, the Company uses the net
noninterest margin, which is the difference between noninterest
income and noninterest expense as a percent of average assets.  For
1996, the net noninterest margin improved to (2.09) percent
compared to (2.38) percent in 1995.  Another ratio that the Company
utilizes to measure productivity is the efficiency ratio.  This
ratio divides noninterest expense by the sum of tax-equivalent net
interest income plus noninterest income (excluding gains and losses
on the sale of securities and loans).  At December 31, 1996, the
Company's efficiency ratio was 68.27 percent, compared to 73.70
percent one year ago.  To enhance operating efficiency throughout
the organization, the Company continues to focus on cost management
and the development of strategic improvements in noninterest income
and expense.

Noninterest Income

     The Company achieved record levels of noninterest income in
1996.  For 1996, total noninterest income (excluding securities
transactions) increased 28.9 percent to $23,006,185 from
$17,849,743 one year ago.  Noninterest income (excluding securities
gains and losses) for 1996 represented 1.45 percent of average
assets and 41.04 percent of total operating income, which were the
highest levels in the history of the Company.  All categories of
noninterest income reflect strong gains from the prior year.

     Service charges on deposit accounts rose 21.0 percent in 1996
compared to one year ago.  This growth related to full
implementation of standardized service charges as well as a new
focus on collecting a higher percentage of fees assessed.

     Investment brokerage commissions totaled $3,766,436 for 1996,
an increase of 23.7 percent over the 1995 total of $3,044,107.
Strong financial markets and successful new sales initiatives drove
the increase in this category.

     Insurance commissions and fees increased 24.6 percent to
$2,915,666 in 1996 due primarily to higher sales of both credit-
related insurance and insurance agency operations.

     Mortgage banking income totaled $2,168,593 for 1996 compared
to $1,427,342 in 1995, an increase of 51.9 percent.  This increase
is attributable to a higher volume of real estate mortgage loan
originations, which totaled $110.8 million, and a greater
percentage of loans being sold into the secondary market with the
servicing rights being retained.

     Fiduciary income rose 13.2 percent to $2,744,530 in 1996
compared to $2,425,105 in 1995.  This increase in revenue is
related to increased volumes of personal trusts, investment
management fees and employee benefit plans.

     Other operating income increased by $1,288,140 when comparing
1996 to 1995. Gains on the sale of loans of $83,440 were recorded
in 1996 versus losses in 1995 of $232,454.

     Securities transactions produced an additional increase in
noninterest income.  Securities gains of $321,256 were recorded in
1996 versus losses of $3,003 in 1995.

<PAGE>
     The growth in various noninterest income categories has
enabled the Company to reach targeted levels of total income.  The
Company will continue to focus on providing a broad array of
financial products and services to our customers that generate fee
income.  The continued growth rate of fee income could be
vulnerable to future economic conditions and competition by other
financial institutions that cannot be estimated by the Company.

Noninterest Expense

     Total noninterest expense increased 1.9 percent in 1996 to
$56,090,571 from $55,051,267 one year ago.  Noninterest expense for
1996 includes a nonrecurring charge for a special assessment by the
FDIC.  This assessment is based upon all deposits insured by the
Savings Association Insurance Fund (SAIF) as of March 31, 1995, and
equals approximately 65.7 basis points per $100 of SAIF-insured
deposits.  Brenton's assessment was $1,288,000.  Excluding this
one-time assessment, noninterest expense would have actually
decreased by .5 percent.

     Salaries and wages, the largest component of noninterest
expense, increased $2,645,244 or 11.6 percent over 1995.  This
increase is primarily related to commissions paid on higher sales
of fee-related products, expense tied to a stock performance plan
and severance costs.  Fixed salaries, those that are not based on
commissions, actually decreased by 6.6 percent.  The number of
full-time equivalent employees decreased by 3.8 percent and 13.6
percent at December 31, 1996 and 1995, respectively.  The total
increase in salaries and wages led to a proportionate increase in
employee benefits.

     Several new facilities and remodeling projects were completed
in the past two years, which explain the combined increase in the
categories of occupancy and furniture and equipment expense.
Occupancy expense totaled $5,502,904 for 1996, compared to
$4,912,417 for 1995.  Increases within the occupancy category were
associated with rents, leases and depreciation expense related to
these new facilities.  Results for 1996 include the first full year
of expense for these new facilities.

     Furniture and equipment expense actually decreased $21,871
from the prior year.  Depreciation expense increased by $197,130
due to technology updates throughout the Company.  Decreases in
repairs and maintenance, and furniture and equipment rentals offset
the increase in depreciation expense.  The Company continues to
focus on using technology to improve efficiency and provide better
service to our customers.  During 1996, 62.8 percent of the
Company's capital expenditures were in the technology area.

     Data processing expense totaled $2,591,485, an increase of 8.9
percent compared to 1995.  This increase is related to new data
servicing contracts in 1996 for mortgage loan processing and
personal computer network maintenance and support.  The expense
associated with core main frame processing actually decreased which
offset the cost of the new contracts.

     Expense related to the FDIC deposit assessments increased 1.0
percent in 1996 to $1,801,646, which includes the previously
discussed one-time $1,288,000 assessment to fully fund SAIF.  This
assessment related to the deposits insured by SAIF, which
represented approximately 16.4 percent of the Company's total
deposits at the end of 1996.  The Company continues to pay the
lowest premiums available under the FDIC's risk-based premium
system.

     Other operating expenses decreased $2.6 million or 21.2
percent when comparing 1996 results to 1995.  This decline is the
result of benefits derived in 1996 from the 1995 merger of the
Company's 13 commercial banks into one bank charter, cost control
measures and one time costs incurred in 1995.

     The Company continues to focus on cost management and
evaluates all major expense items in an effort to control the
growth rate of noninterest expenses.

Income Taxes

     The Company's income tax strategies include reducing income
taxes by purchasing securities and originating loans that produce
tax-exempt income.  The goal is to maintain the maximum level of
tax-exempt assets in order to benefit the Company on both a tax-
equivalent yield basis and in income tax savings.  The effective
rate of income tax expense as a percent of income before income tax
and minority interest was 28.3 percent for 1996 compared to 22.5
percent for 1995.

Results of Operations - 1995 Compared to 1994

Net Income

     For the year ended December 31, 1995, Brenton recorded net
income of $10,407,354.  Earnings per common share were $1.34
compared to $1.27 for 1994.

     The Company's total assets were consistent with 1994 levels of
$1.6 billion on December 31, 1995.  Return on average assets (ROA)
was .71 percent in 1995, compared to .70 percent in 1994. The
return on average equity (ROE) was 9.04 percent, compared to 9.03
percent one year earlier.

<PAGE>
Net Interest Income

     Net interest income declined $2,118,383 or 3.8 percent to
$53,332,143 for 1995.  Although average earning assets increased
1.3 percent from 1994, average interest-bearing liabilities
increased 2.7 percent.  In addition, the average rate earned on
earning assets rose 55 basis points, while the average rate paid on
interest-bearing liabilities increased 83 basis points.

     The net interest spread fell to 3.41 percent in 1995 from 3.69
percent in 1994.  Net interest margin declined 23 basis points in
1995 and averaged 3.89 percent, compared to 4.12 percent in 1994.

Loan Quality

     Brenton's loan quality remained strong in 1995.  The Company's
nonperforming loans were a low .62 percent of loans or $5,619,000
at December 31, 1995, up from $5,022,000 and .52 percent from one
year earlier.  The increase in nonperforming loans from one year
ago was due to an increase in commercial and consumer loans that
were 90 days or more past due.  Nonaccrual and renegotiated loans
are below 1994 levels.

     The allowance for loan losses, which totaled $11.1 million,
represented 197.01 percent of nonperforming loans at the end of
1995, compared to 217.3 percent for 1994.  The provision for loan
losses totaled $1,864,801 for the year ended December 31, 1995,
compared to $1,987,909 for 1994.  The Company's net charge-offs to
average loans were .18 percent for 1995 compared to .10 percent for
1994.

     Beginning January 1, 1995, the Financial Accounting Standards
Boards mandated a standard that changed certain accounting
procedures for impaired loans, including the determination of the
allowance for loan losses and financial disclosures.  This new
Standard has not had a material effect on the financial statements
of the Company.

Noninterest Income

     For 1995, total noninterest income (excluding securities
transactions) increased 5.4 percent to $17,849,743 from $16,932,612
one year earlier.  Noninterest income (excluding securities gains
and losses) for 1995 represented 1.14 percent of average assets and
33.47 percent of total operating income.  Increases were seen in
substantially all noninterest income categories.

     Service charges on deposit accounts rose 2.3 percent in 1995,
compared to one year earlier.  This increase occurred in the fourth
quarter of 1995, when the Company implemented standardized service
charges and initiatives to reduce the amount of waived charges and
fees.

     Insurance commissions and fees increased 10.6 percent to
$2,339,817 in 1995 primarily due to higher sales of both credit-
related insurance and insurance agency operations.

     Fiduciary income rose 12.2 percent to $2,425,105 in 1995
compared to $2,160,492 in 1994.  This increase was due to a growing
customer base in the areas of personal trusts, investment
management, employee benefit plans and the Brenton Family of Mutual
Funds.

     Securities transactions produced an additional increase in
noninterest income.  Securities losses for 1995 totaled $3,003
compared to 1994 losses of $339,624.

     Offsetting the overall increase in noninterest income was a
20.6 percent decline in other operating income.  The major cause
for the decline was $232,454 of net losses on the sale of loans in
1995 compared to 1994 gains of $167,519.

Noninterest Expense

     Total noninterest expense decreased 2.8 percent in 1995 to
$55,051,267 from $56,656,922 one year ago.  Included in 1994
expense was a one-time restructuring charge of $2,645,000.  The
restructuring charge was taken to cover costs related to the
Company's strategic plan that included consolidating the Company's
13 commercial banks, reducing Brenton's overall personnel levels
and closing selected banking branches.

     A summary of the estimated costs expensed in 1994 and the
actual costs incurred in 1995 follows:

<TABLE>
<CAPTION>
                                 1994 Estimated       1995 Actual
                                     Costs              Costs
<S>                                <C>               <C>
      Salaries and wages           $1,089,000        $   565,263
      Employee benefits               289,000             83,409
      Occupancy expense               192,000                 --
      Data processing expense         527,500            389,432
      Abandonment losses              267,000            164,945
      Legal, regulatory and other     280,500            409,085
                                    _________          _________
                                   $2,645,000         $1,612,134
                                    _________          _________
                                    _________          _________
</TABLE>

<PAGE>
     The difference between the estimated costs recorded in 1994
and the actual costs incurred was reversed, thereby reducing or
crediting the above expense categories in 1995.  The major
restructuring charge reversals occurred in salaries and wages and
employee benefit categories.  These actual costs were well below
original estimates due to employee attrition, which assisted in
meeting necessary salary reductions without incurring severance
costs.  In addition, occupancy costs and abandonment losses were
lower than original estimates, due to a planned branch closing that
was estimated for 1995, but did not occur until 1996.  Another
branch which was expected to be abandoned was sold, with the
Company incurring no loss.

     Salary expense declined approximately $710,000 from one year
ago after eliminating the effects of the restructuring charge, due
to overall staff reductions.  The number of full-time equivalent
employees decreased by 13.6 percent when comparing year-end 1995
personnel levels to year-end 1994.  The decrease in salaries was
offset by increases in incentives, insurance sales commissions and
stock compensation plan expenses.  The reductions in salaries and
wages led to a proportionate decline in employee benefits.

     The increases in occupancy and furniture and equipment expense
were due primarily to rents and depreciation for new and renovated
banking offices in Ames, Ankeny, Cedar Rapids, Davenport and Iowa
City.  The Company invested approximately $7 million in these new
facilities.

     Data processing expenses were unchanged from last year after
eliminating the impact of the restructuring charge.  Advertising
and promotion expenses were also unchanged from one year earlier.

     In September 1995, the FDIC refunded assessments retroactively
to May 1995 and lowered deposit insurance premiums for all well-
capitalized banks.  This was a result of the full funding of
reserves required by the FDIC to insure the deposits of the banking
industry.  This reduced 1995 expenses by $1,124,169, in comparison
to 1994.

     Other operating expenses rose $2.5 million or 22.6 percent
after eliminating the impact of the restructuring charge.  A large
part of this increase relates to payments made to EDS, a management
consulting firm that was hired to re-engineer the retail and
commercial banking process and assist in developing a formalized
program for enhancing noninterest income. In addition, the Company
has contracted with other consultants to perform sales training and
develop management reporting systems.

Income Taxes

     The Company's income tax strategies include reducing income
taxes by purchasing securities and originating loans that produce
tax-exempt income.  The effective rate of income tax expense as a
percent of income before income tax and minority interest was 22.5
percent for 1995 compared to 20.2 percent for 1994.

     In 1994, the Company established out-of-state investment
subsidiaries to manage the investment portfolios of each Brenton
bank.  These subsidiaries provided an opportunity to lower the
amount of state franchise taxes paid by the Company.  Effective
July 1, 1995, the state of Iowa enacted legislation that eliminated
the tax benefits derived from these subsidiaries.  The Company
dissolved these subsidiaries on June 30, 1995.


<PAGE>
<TABLE>
<CAPTION>
BRENTON BANKS, INC. AND SUBSIDIARIES

CONSOLIDATED AVERAGE BALANCES AND RATES

Average Balances (In thousands)          1996       1995       1994        1993      1992
<S>                               <C>          <C>        <C>        <C>        <C>
Assets:
Cash and due from banks           $    65,439     57,138     46,301      46,025    41,715
Interest-bearing deposits
  with banks                            1,393      1,076        124         762     6,240
Federal funds sold and
  securities purchased under
  agreements to resell                 26,188     39,763     37,666      23,725    27,082
Trading account securities                ---        ---        116        ---        ---
Investment securities:
  Available for sale-taxable          330,002    244,786    245,913     53,174      6,512
  Available for sale-tax-exempt        85,471    100,859    132,040        ---        ---
  Held to maturity-taxable             46,271     65,959     35,794    299,993    384,301
  Held to maturity-tax-exempt          51,639     50,235     44,584    164,520    139,296
Loans held for sale                     7,983      5,908      2,575      6,165      2,553
Loans                                 919,578    945,724    936,370    802,088    736,646
Allowance for loan losses             (11,440)   (11,166)   (10,502)    (9,615)    (8,894)
Premises and equipment                 31,728     31,436     24,545     23,045     21,400
Other                                  28,642     29,508     25,663     26,543     30,422
                                   __________  _________  _________  _________  _________
                                  $ 1,582,894  1,561,226  1,521,189  1,436,425  1,387,273

Liabilities and Stockholders'
  Equity:
Deposits
  Noninterest-bearing             $   131,051    128,770    127,464    119,322    112,054
  Interest-bearing:
    Demand                            376,259    355,819    250,520    217,754    209,642
    Savings                           241,250    231,633    294,715    299,640    260,568
    Time                              583,508    626,497    625,981    622,789    646,261
                                   __________  _________  _________  _________  _________
Total deposits                      1,332,068  1,342,719  1,298,680  1,259,505  1,228,525
Federal funds purchased and
  securities sold under agreements
  to repurchase                        59,276     40,237     61,656     42,715     33,240
Other short-term borrowings            17,295      6,536      4,860         33      2,170
Accrued expenses and other
  liabilities                          17,520     14,896     13,254     12,805     13,735
Long-term borrowings                   33,094     37,264     26,500     14,077     14,067
                                   __________  _________  _________  _________  _________
Total liabilities                   1,459,253  1,441,652  1,404,950  1,329,135  1,291,737
Minority interest                       4,471      4,391      4,290      4,150      3,845
Common stockholders' equity           119,170    115,183    111,949    103,140     91,691
                                   __________  _________  _________  _________  _________
                                  $ 1,582,894  1,561,226  1,521,189  1,436,425  1,387,273

Summary of Average Interest Rates
Average rates earned:
Interest-bearing deposits with
  banks                                  4.87%      6.20       6.65       2.88       4.92
Trading account securities                ---        ---        ---       6.36        ---
Federal funds sold and securities
  purchased under agreements to
  resell                                 5.41       5.69       4.53       2.05       2.41
Investment securities:
  Available for sale-taxable             6.08       5.96       5.30       5.28       6.63
  Available for sale-tax exempt
    (tax equivalent basis)               7.13       6.71       6.37        ---        ---
  Held to maturity-taxable               6.22       6.17       5.20       5.54       6.88
  Held to maturity-tax-exempt
    (tax equivalent basis)               6.68       8.05       7.70       6.97       7.66
Loans held for sale                      8.47       6.71       7.50       8.43       9.33
Loans                                    8.69       8.69       8.14       8.77       9.65

Average rates paid:
Deposits                                 4.12%      4.37       3.55       3.70       4.70
Federal funds purchased and
  securities sold under agreements
  to repurchase                          4.17       4.08       3.38       2.41       2.78
Other short-term borrowings              5.87       5.67       5.42       3.63       5.57
Long-term borrowings                     7.07       7.03       6.86       8.60       9.14
Average yield on interest-earning
  assets                                 7.80%      7.86       7.31       7.57       8.43
Average rate paid on interest-
  bearing liabilities                    4.22       4.45       3.62       3.71       4.70
Net interest spread                      3.58       3.41       3.69       3.86       3.73
Net interest margin                      4.03       3.89       4.12       4.28       4.23
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
BRENTON BANKS, INC. AND SUBSIDIARIES

SELECTED FINANCIAL DATA

Year-end Balances
  (In thousands)                   1996       1995      1994      1993       1992      1991        1990      1989    1988    1987
<S>                             <C>        <C>       <C>       <C>       <C>        <C>        <C>        <C>      <C>      <C>
Total assets                    $1,632,095 1,582,779 1,581,327 1,480,596 1,431,140  1,360,942  1,274,301  961,370  921,207  908,933
Interest-earning assets          1,497,600 1,461,218   475,473 1,400,709 1,323,252  1,267,402  1,181,172  883,721  845,571  836,029
Interest-bearing liabilities     1,335,609 1,300,508 1,315,378 1,224,951 1,181,013  1,141,008  1,052,597  769,717  733,133  728,597
Demand deposits                    153,284   143,220   136,548   127,132   137,212    115,479    125,626  113,349  118,392  116,830
Long-term borrowings                34,860    38,178    28,939    20,055    13,284     13,634     12,675   14,701   16,215   17,509
Preferred stock                        ---       ---       ---       ---       ---        ---        ---      ---      ---    2,000
Common stockholders'
  equity**                         121,954   119,534   110,430   112,418    97,430     86,712     77,258   63,522   56,401   49,618

Results of operations
 (In thousands)
Interest income                $   111,383   111,040   101,223    98,656   106,560    115,561    106,826   85,722   76,745   74,774
Interest expense                    55,331    57,708    45,772    44,427    54,773     68,687     64,431   49,102   43,180   43,149
Net interest income                 56,052    53,332    55,451    54,229    51,787     46,874     42,395   36,620   33,565   31,625
Provision for loan losses            2,900     1,865     1,988     1,252     1,411        799        869      760    1,214    2,132
Net interest income after
  provision for loan losses         53,152    51,467    53,463    52,977      50,376   46,075     41,526   35,860   32,351   29,493
Noninterest income                  23,327    17,847    16,593    17,863      14,684   12,715     11,554   10,113   10,367    9,064
Noninterest expense                 56,090    55,051    56,657    50,415      46,591   42,284     37,820   32,781   32,066   32,952
Income before income
  taxes and minority
  interest                          20,389    14,263    13,399    20,425      18,469   16,506     15,260   13,192   10,652    5,605
Income taxes                         5,771     3,205     2,701     5,508       4,884    4,308      4,388    4,016    2,527      408
Minority interest                      603       651       591       667         632      539        533      472      422      290
Net income                          14,015    10,407    10,107    14,250      12,953   11,659     10,339    8,704    7,703    4,907
Preferred stock dividend
  requirement                          ---       ---       ---       ---         ---      ---        ---      ---       81      265
Net income available
  to common stockholders        $   14,015    10,407    10,107    14,250      12,953   11,659     10,339    8,704    7,622    4,642
Average common shares
  outstanding
  (In thousands)*                    8,312     8,528     8,747     8,711       8,561    8,534      8,520    7,916    7,916    7,916
Per common and common
  equivalent share*
Net income                      $     1.69      1.22      1.15      1.64        1.52     1.36       1.21     1.10      .96      .59
Cash dividends                        .454      .409      .400      .364        .318     .294       .248     .200     .106     .000
Common stockholders'
  equity***                          14.95     14.04     13.35     12.62       11.34    10.15       9.06     8.03     7.13     6.26
Selected operating ratios
Return on average assets
  (including minority
   interest)                           .92%      .71       .70      1.04         .98      .93        .95     1.00      .90      .57
Return on average common
  stockholders' equity               11.76      9.04      9.03     13.82       14.13    14.27      14.39    14.50    14.34     9.78
Equity to assets***                   7.41      7.47      7.28      7.40        6.81     6.37       6.06     6.61     6.12     5.46
Common dividend payout               26.86     33.58     34.65     22.22       21.00    21.56      20.50    18.23    11.01      .00
Allowance for loan losses
  as a percent of loans               1.20      1.22      1.12      1.12        1.20     1.14       1.25     1.55     1.60     1.75
Net charge-offs to average
  loans outstanding                    .29       .18       .10       .05         .13      .15        .12      .08      .18      .75
<FN>
*       Restated for 10% common stock dividend effective in 1996, 3-for-2 stock split effective in 1994 and 2-for-1 stock split
        effective in 1990.
**     Including unrealized gains (losses) on securities available for sale.
***   Excluding unrealized gains (losses) on securities available for sale

</table

<PAGE>

</TABLE>
<TABLE>
<CAPTION>
BRENTON BANKS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CONDITION

December 31                                                 1996                  1995
<S>                                              <C>                     <C>
Assets:
Cash and due from banks (note 2)                 $    76,900,524            71,159,078
Interest-bearing deposits with banks                     731,554               265,072
Federal funds sold and securities purchased
  under agreements to resell                          15,200,000            37,600,000

Investment securities:
  Available for sale (note 3)                        461,099,272           396,370,443
  Held to maturity (market value of
    $73,316,000 and $109,131,000
    at December 31, 1996 and 1995,
    respectively (note 3)                             72,754,985           108,082,213

Investment securities                                533,854,257           504,452,656
Loans held for sale                                    5,870,298             8,707,309
Loans (notes 4, 9 and 10)                            941,943,513           910,193,212
  Allowance for loan losses (note 5)                 (11,328,359)          (11,069,869)
Loans, net                                           930,615,154           899,123,343
Premises and equipment (notes 6 and 10)               30,379,446            32,849,842
Accrued interest receivable                           14,417,786            14,494,261
Other assets (note 8)                                 24,126,063            14,127,759
                                                 $ 1,632,095,082         1,582,779,320

Liabilities and Stockholders' Equity:
Deposits (note 7):
  Noninterest-bearing                            $   153,284,094           143,220,373
  Interest-bearing:
    Demand                                            99,277,477           399,308,392
    Savings                                          527,791,360           215,488,846
    Time                                             572,704,180           603,925,104
Total deposits                                     1,353,057,111         1,361,942,715
Federal funds purchased and securities sold
  under agreements to repurchase                      66,826,120            41,107,411
Other short-term borrowings (note 9)                  34,150,000             2,500,000
Accrued expenses and other liabilities                16,633,068            15,083,453
Long-term borrowings (note 10)                        34,860,024            38,177,803
Total liabilities                                  1,505,526,323         1,458,811,382
Minority interest in consolidated subsidiaries         4,614,530             4,434,307
Redeemable preferred stock, $1 par; 500,000
  shares authorized; issuable in series, none
  issued                                                     ---                   ---
Common stockholders' equity (notes 12, 13, 14
  and 16):
  Common stock, $5 par; 25,000,000 shares
    authorized; 8,085,684 and 7,653,252 shares
    issued and outstanding at December 31, 1996
    and 1995, respectively                            40,428,420            38,266,260
  Capital surplus                                            ---             2,020,518
  Retained earnings                                   80,448,768            77,888,451
  Unrealized gains on securities available for
    sale                                               1,077,041             1,358,402
Total common stockholders' equity                    121,954,229           119,533,631
                                                 $ 1,632,095,082         1,582,779,320
<FN>
Commitments and contingencies (notes 17 and 18).
See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
BRENTON BANKS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended December 31                            1996           1995            1994
<S>                                        <C>             <C>             <C>
Interest Income:
Interest and fees on loans (note 4)        $ 80,301,707     82,525,850      76,456,964
Interest and dividends on investments:
  Available for sale-taxable                 20,063,114     14,577,652      13,032,050
  Available for sale-tax-exempt               4,250,463      4,446,824       5,530,626
  Held to maturity-taxable                    2,878,982      4,069,617       1,862,628
  Held to maturity-tax-exempt                 2,404,155      3,090,185       2,619,333
Interest on federal funds sold and
  securities purchased under agreements
  to resell                                   1,416,539      2,263,734       1,705,717
Other interest income                            68,157         66,705          15,636
                                            ___________    ___________     ___________
Total interest income                       111,383,117    111,040,567     101,222,954

Interest Expense:
Interest on deposits (note 7)                49,507,425     53,075,352      41,609,766
Interest on federal funds purchased and
  securities sold under agreements to
  repurchase                                  2,469,939      1,641,516       2,082,077
Interest on other short-term borrowings
  (note 9)                                    1,015,110        370,642         263,658
Interest on long-term borrowings (note 10)    2,338,501      2,620,914       1,816,927
                                            ___________    ___________     ___________
Total interest expense                       55,330,975     57,708,424      45,772,428
Net interest income                          56,052,142     53,332,143      55,450,526
Provision for loan losses (note 5)            2,900,000      1,864,801       1,987,909
                                            ___________    ___________     ___________
Net interest income after provision for
  loan losses                                53,152,142     51,467,342      53,462,617

Noninterest Income:
Service charges on deposit accounts           6,712,874      5,547,796       5,424,547
Investment brokerage commissions              3,766,436      3,044,107       2,879,401
Insurance commissions and fees                2,915,666      2,339,817       2,115,085
Fiduciary income                              2,744,530      2,425,105       2,160,492
Mortgage banking income                       2,168,593      1,427,342       1,216,690
Other service charges, collection and
  exchange charges, commissions and fees      2,779,502      2,435,132       2,342,210
Net gains (losses) from securities
  available for sale (note 3)                   321,256         (3,003)       (339,624)
Other operating income                        1,918,584        630,444         794,187
                                            ___________    ___________     ___________
Total noninterest income                     23,327,441     17,846,740      16,592,988

Noninterest Expense:
Salaries and wages                           25,460,464     22,815,220      24,595,274
Employee benefits (note 15)                   4,245,682      4,158,580       4,960,665
Occupancy expense of premises, net
 (notes 6 and 17)                             5,502,904      4,912,417       4,702,208
Furniture and equipment expense
 (notes 6 and 17)                             3,725,150      3,747,021       3,060,557
Data processing expense (note 18)             2,591,485      2,379,920       3,083,819
FDIC deposit insurance assessment             1,801,646      1,783,213       2,907,382
Advertising and promotion                     1,756,473      1,741,390       1,772,852
Supplies                                      1,409,690      1,326,928       1,386,639
Other operating expense                       9,597,077     12,186,578      10,187,526
                                            ___________    ___________     ___________
Total noninterest expense                    56,090,571     55,051,267      56,656,922
Income before income taxes and
  minority interest                          20,389,012     14,262,815      13,398,683
Income taxes (note 8)                         5,770,600      3,204,687       2,700,640
                                            ___________    ___________     ___________
Income before minority interest              14,618,412     11,058,128      10,698,043
Minority interest                             602,982          650,774         590,656
                                            ___________    ___________     ___________
Net income                                 $ 14,015,430     10,407,354      10,107,387
Per common and common equivalent share
  (note 13):
Net income                                 $       1.69           1.22            1.15
Cash dividends                                     .454           .409            .400
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
BRENTON BANKS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOW

Years Ended December 31                             1996            1995            1994
<S>                                       <C>               <C>             <C>
Operating Activities:
Net income                                $   14,015,430      10,407,354      10,107,387
Adjustments to reconcile net income to
  net cash provided by operating
  activities:
  Provision for loan losses                    2,900,000       1,864,801       1,987,909
  Depreciation and amortization                4,301,776       4,097,022       3,387,034
  Deferred income taxes                          949,396         (25,181)     (1,257,325)
  Net (gains) losses from securities
    available for sale                          (321,256)          3,003         339,624
  Net (increase) decrease in loans held
    for sale                                   2,837,011      (6,602,817)      2,244,930
  Increase in accrued interest receivable
    and other assets                         (11,420,210)     (1,678,132)     (1,477,154)
  Increase in accrued expenses, other
    liabilities and minority interest          1,735,569         322,324       3,192,432
                                           _____________    ____________    ____________
Net cash provided by operating activities     14,997,716       8,388,374      18,524,837

Investing Activities:
Investment securities available for sale:
  Purchases                                 (289,895,560)   (242,871,379)   (122,339,026)
  Maturities                                 150,480,123     278,575,538     154,659,319
  Sales                                       67,547,581       5,577,835      21,484,178
Investment securities held to maturity:
  Purchases                                  (45,046,248)   (121,543,300)    (59,384,073)
  Maturities                                  79,614,914      59,896,255      26,687,613
Net (increase) decrease in loans             (26,364,596)     28,502,974     (95,225,841)
Purchases of premises and equipment           (2,734,491)     (9,733,181)     (6,920,455)
Proceeds from sales of premises and
   equipment                                   1,356,634         360,470          26,578
                                           _____________    ____________    ____________
Net cash used by investing activities        (65,041,643)     (1,234,788)    (81,011,707)

Financing Activities:
Net increase in noninterest-bearing,
  interest-bearing demand and savings
  deposits                                    22,335,320      51,054,199      40,210,540
Net increase (decrease) in time deposits     (31,220,924)    (29,394,594)      5,708,876
Net increase (decrease) in federal funds
  purchased and securities sold under
  agreements to repurchase                    25,718,709     (29,596,325)     33,039,408
Net increase (decrease) in other
  short-term borrowings                       15,500,000      (9,500,000)     12,000,000
Proceeds of long-term borrowings              14,604,000      12,429,000      22,176,030
Repayment of long-term borrowings             (1,771,779)     (3,190,610)    (13,291,530)
Dividends on common stock                     (3,748,653)     (3,498,220)     (3,471,901)
Proceeds from issuance of common stock
  under the employee stock purchase plan          71,675             ---             ---
Proceeds from issuance of common stock
  under the stock option plan                    290,748         187,213         385,767
Proceeds from issuance of common stock
  under the long-term stock compensation
  plan                                           334,834         361,602             ---
Payment for shares acquired under common
  stock repurchase plan                       (8,248,331)     (4,830,111)       (850,950)
Payment for fractional shares resulting
  from stock dividend                            (13,744)            ---          (4,307)
                                           _____________    ____________    ____________
Net cash provided (used) by financing
  activities                                  33,851,855     (15,977,846)     95,901,933
                                           _____________    ____________    ____________
Net increase (decrease) in cash and
  cash equivalents                           (16,192,072)     (8,824,260)     33,415,063
Cash and cash equivalents at the
  beginning of the year                      109,024,150     117,848,410      84,433,347
                                           _____________    ____________    ____________
Cash and cash equivalents at the end
  of the year                             $   92,832,078     109,024,150     117,848,410
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
BRENTON BANKS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCKHOLDERS' EQUITY

                            Common      Capital    Retained     Unrealized
                             Stock      Surplus    Earnings  Gains (Losses)        Total
<S>                    <C>           <C>        <C>             <C>          <C>
Balance, December 31,
  1993                 $26,265,755    5,598,027  77,517,613      3,036,270   112,417,665
Net income                     ---          ---  10,107,387            ---    10,107,387
Net change in
  unrealized gains
  (losses)                     ---          ---         ---     (8,153,316)   (8,153,316)
Dividends on common
  stock
  $.400 per share*             ---          ---  (3,471,901)           ---    (3,471,901)
3-for-2 stock split
  in the form of a
  stock dividend
  (note 13)             13,169,475          --- (13,169,475)           ---           ---
Fractional shares
  resulting from
  stock split                  ---          ---      (4,307)           ---        (4,307)
Issuance of shares of
  common stock under
  the stock option
  plan (note 16)           146,500      239,267         ---             ---       385,767
Shares reacquired
  under stock
  repurchase plan
  (note 13)               (224,000)    (626,950)        ---             ---      (850,950)

Balance, December 31,
  1994                  39,357,730    5,210,344  70,979,317      (5,117,046)  110,430,345
Net income                     ---          ---  10,407,354             ---    10,407,354
Net change in
  unrealized gains
  (losses)                     ---          ---         ---       6,475,448     6,475,448
Dividends on common
  stock
  $.409 per share**            ---          ---  (3,498,220)            ---    (3,498,220)
Issuance of shares of
  common stock under
  the stock option
  plan (note 16)            98,750       88,463         ---             ---       187,213
Issuance of shares of
  common stock under
  the stock compensation
  plan (note 16)           100,445      261,157         ---             ---       361,602
Shares reacquired under
  stock repurchase plan
  (note 13)             (1,290,665)  (3,539,446)        ---             ---    (4,830,111)

Balance, December 31,
  1995                  38,266,260    2,020,518  77,888,451       1,358,402   119,533,631
Net income                     ---          ---  14,015,430             ---    14,015,430
Net change in
  unrealized gains
  (losses)                     ---          ---         ---        (281,361)     (281,361)
Dividends on common
  stock
  $.454 per share**            ---          ---  (3,748,653)            ---    (3,748,653)
10% common stock
  dividend (note 13)     3,684,215          ---  (3,684,215)            ---           ---
Fractional shares
  resulting from
  stock dividend               ---          ---     (13,744)            ---       (13,744)
Issuance of shares of
  common stock under
  the stock option
  plan (note 16)           128,000      162,748         ---             ---       290,748
Issuance of shares of
  common stock under
  the stock compensation
  plan (note 16)            73,590      261,244         ---             ---       334,834
Issuance of shares
  of common stock
  under the employee
  stock purchase plan
  (note 16)                 14,855       56,820         ---             ---        71,675
Shares reacquired under
  stock repurchase plan
  (note 13)             (1,738,500)  (2,501,330) (4,008,501)            ---    (8,248,331)

Balance, December 31,
  1996                 $40,428,420          ---  80,448,768       1,077,041   121,954,229
<FN>
*  Reflects the 10% common stock dividend effective in 1996 and the 3-for-2 stock
   split effective in 1994.
** Reflects the 10% common stock dividend effective in 1996.

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

<PAGE>
BRENTON BANKS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1996, 1995 AND 1994

(1)  Summary of Significant Accounting Policies and
       Related Matters


Nature of Operations  Brenton Banks, Inc. and subsidiaries (the
Company) engage in retail, commercial, and agricultural banking
and related financial services from 45 locations throughout the
state of Iowa.  The Company provides the usual products and
services of banking such as deposits, commercial loans,
agribusiness loans, personal loans and trust services.  The
Company also engages in activities that are closely related to
banking, including mortgage banking, insurance and investment
brokerage.
     The accounting and reporting policies of the Company conform
with generally accepted accounting principles and general
practices within the banking industry.  The following describe
the more significant accounting policies:

The Principles of Consolidation  The consolidated financial
statements include the accounts of Brenton Banks, Inc. (the
Parent Company) and its subsidiaries.  All material intercompany
accounts and transactions have been eliminated in the
consolidated financial statements.  Certain reclassifications
were made in the financial statements to agree with the current
year presentation.
     The excess cost over underlying net assets of consolidated
subsidiaries and other intangible assets are being amortized over
10 to 40 years and are included in other assets in the
consolidated statements of condition.  Intangible assets totaled
$4,696,000 and $5,023,000 at December 31, 1996, and 1995,
respectively.

Investment Securities  Investment securities are classified based
on the Company's  intended holding period.  Securities, which may
be sold prior to maturity to meet liquidity needs, to respond to
market changes or to adjust the Company's asset-liability
position, are classified as available for sale.  Securities which
the Company intends to hold to maturity are classified as held to
maturity.
     Investment securities available for sale are recorded at
fair value.  The aggregate unrealized gains or losses, net of the
income tax and minority interest effect, are recorded as a
component of common stockholders' equity.  Securities held to
maturity are recorded at cost, adjusted for amortization of
premiums and accretion of discounts.  The timing of the
amortization and accretion of mortgage-backed securities are
adjusted for actual and projected prepayments.
     Net gains or losses on the sale of securities are shown in
the statements of operations.  Gains or losses are computed using
the specific security identification method.

Loans  Loans are carried primarily at the unpaid principal
balance.  Interest income on loans is accrued and recorded as
income based on contractual interest rates and daily outstanding
principal balances, except on discounted loans where unearned
income is recorded as income over the life of the loans based on
the interest method.
     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, if it is
neither well secured or in the process of collection.  Once
determined uncollectible, previously accrued interest is charged
to the allowance for loan losses.
     Loans held for sale include real estate mortgage loans
originated with the intent to sell.  These loans are carried at
the lower of aggregate cost or fair value.

Allowance for Loan Losses  The allowance for loan losses is
maintained at a level necessary to support management's
evaluation of potential losses in the loan portfolio, after
considering various factors including prevailing and anticipated
economic conditions.  Loan losses or recoveries are charged or
credited directly to the allowance account.

Premises and Equipment  Premises and equipment are stated at cost
less accumulated depreciation.  Depreciation is provided
predominantly by the straight-line method over estimated useful
lives of 8 to 40 years for buildings and leasehold improvements,
and 3 to 25 years for furniture and equipment.

Other Real Estate Owned  Included in other assets is property
acquired through foreclosure, acceptance of deed in lieu of
foreclosure or other transfers in settlement of outstanding loans
and related contract sales of such property until the contract is
transferred to earning assets based upon sufficient equity in the
asset.  Amounts totaled $488,000 and $869,000 at December 31,
1996, and 1995, respectively.  Such property is carried at the
lower of cost or estimated fair value, less selling costs.
Periodic appraisals are obtained to support carrying values.  Net
expense of ownership and declines in carrying values are charged
to operating expenses.

Employee Retirement Plan  All employees of the Company are
eligible, after meeting certain requirements, for inclusion in
the defined contribution retirement plan.  The plan is a
combination profit sharing and 401(k) plan.  Retirement plan
costs are expensed as the Company contributes to the plan.  The
Company does not provide any material post-retirement benefits.

Income Taxes  The Company files a consolidated federal income tax
return.  Federal income taxes are allocated to the Parent Company
and each subsidiary on the basis of its taxable income or loss
included in the consolidated return.
     The effects of current or deferred taxes are recognized as a
current and deferred tax liability or asset based on current tax
laws.  Accordingly, income tax expense in the consolidated
statements of operations includes charges or credits to properly
reflect the current and deferred tax asset or liability.

Statements of Cash Flows  In the statements of cash flows, cash
and cash equivalents include cash and due from banks, interest-
bearing deposits with banks, federal funds sold and securities
purchased under agreements to resell and trading accounting
securities.

<PAGE>
Income Per Common and Common Equivalent Share  Income per common
and common equivalent share computations are based on the
weighted average number of common and common stock equivalent
shares outstanding.  In October 1996, the Company declared a 10
percent common stock dividend and in May 1994, the Company
declared a 3-for-2 stock split in the form of a stock dividend.
The average number of shares, after considering stock plans and
the stock dividends, was 8,312,420 for 1996, 8,528,153 for 1995
and 8,747,053 for 1994.

Fair Value of Financial Instruments  Fair value estimates are
made at a specific point in time, based on relevant market
information and information about the financial instrument.
These estimates do not reflect any premium or discount that could
result from offering the Company's entire holdings of a
particular financial instrument for sale at one time.  Unless
included in assets available for sale, it is the Company's
general practice and intent to hold its financial instruments to
maturity and not to engage in trading or sales activities.
     Fair value estimates are based on judgments regarding future
expected loss experience, current economic conditions, risk
characteristics of various financial instruments and other
factors.  These estimates are subjective in nature and involve
uncertainties and matters of significant judgment and therefore
cannot be determined with precision.  Changes in assumptions
could significantly affect the estimates.
     Estimated fair values have been determined by the Company
using the best available data and an estimation method suitable
for each category of financial instruments.

Interest Rate Swaps  Amounts paid or received, related to
outstanding swap contracts that are used in the asset/liability
management process, are recognized into earnings as an adjustment
to interest income over the estimated life of the related assets.
 Gains or losses associated with the termination of interest rate
swap agreements for identified positions are deferred and
amortized over the remaining lives of the related assets as an
adjustment to yield.

Use of Estimates in the Preparation of Financial Statements  The
preparation of financial statements in conformity with generally
accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those estimates.  A
significant estimate that is particularly sensitive to change
relates to the allowance for loan losses.

Changes in Accounting Policies:
Accounting by Creditors for Impairment of a Loan  Effective
January 1, 1995, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 114, "Accounting by Creditors
for Impairment of a Loan," and its amendment SFAS No. 118 "Income
Recognition and Disclosures."  The allowance for loan losses is
maintained at a level considered appropriate to support
management's evaluation of potential losses in the loan
portfolio.  Management's evaluation is based upon several factors
including economic conditions, historical loss and collection
experience, risk characteristics of the portfolio, underlying
collateral values, industry risk and credit concentrations.
     Under the Company's credit policies, all nonaccrual and
restructured commercial, agricultural, commercial real estate and
construction loans are considered to meet the definition of
impaired loans under SFAS 114 and 118.  In determining when a
loan is impaired, management considers the delinquency status of
the borrower, the borrower's ability to generate cash and the
fair market value of the collateral.  Specific allowances are
established for any impaired commercial, agricultural, commercial
real estate or construction loan where the recorded investment
exceeds the measured value of the loan.  On a practical basis,
the measured value of a loan is obtained by using the observable
market price of a loan or the fair value of the collateral, if
the loan is collateral dependent.  Otherwise, the measured value
of a loan is based upon the present value of expected future cash
flows discounted at the loan's effective interest rate.  Impaired
loans are charged-off on the basis of management's ongoing
evaluation, but generally when it is deemed probable that the
borrower cannot generate sufficient funds to comply with
contractual terms in the normal course of business.  Cash
received on impaired loans is applied to principal until
principal is satisfied or until the borrower demonstrates the
ability to perform according to agreed-upon terms.
     SFAS 114 and 118 do not apply to smaller balance,
homogeneous loans which the Company has identified as loans to
consumers, such as home equity, installment and 1-4 family
residential loans.  Delinquency status is used to identify risks
within the various consumer loan portfolios.  Consumer loans are
generally charged-off when such loans are deemed to be
uncollectible or 90 days past due, whichever occurs first.
Accounting for Mortgage Servicing Rights  Effective October 1,
1995, the Company adopted SFAS No. 122, "Accounting for Mortgage
Servicing Rights."  This statement requires capitalization of
purchased mortgage servicing rights as well as internally
originated mortgage servicing rights.  These mortgage servicing
rights are amortized over the estimated servicing period of the
related loans.
Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed Of  Effective January 1, 1996, the
Company adopted SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed of."
This statement requires that long-lived assets and certain
identifiable intangibles be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying
amount of an asset is not recoverable.  The adoption of SFAS No.
121 did not have a material effect on the Company.
Accounting for Stock-Based Compensation  Prior to January 1,
1996, the Company accounted for its stock option plan in
accordance with the provisions of Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to
Employees," and related interpretations.  As such, compensation
expense would be recorded on the date of the grant only if the
current market price of the underlying stock exceeded the
exercise price.  Effective January 1, 1996, the Company adopted
SFAS No. 123, "Accounting for Stock-Based Compensation," which
permits entities to recognize as expense over the vesting period
the fair value of all stock-based awards on the date of grant.
Alternatively, SFAS No. 123 also allows entities to continue to
apply the provisions of APB Opinion No. 25 and provide pro forma
net income and pro forma earnings per share disclosures for
employee stock option grants made in 1995 and future years as if
the fair-value-based method defined in SFAS No. 123 had been
applied.  The Company has elected to continue to apply the
provisions of

<PAGE>
APB Opinion No. 25 and provide the pro forma disclosure
provisions of SFAS No. 123.


(2)  Cash and Due From Banks


The subsidiary banks are required by federal banking regulations
to maintain certain cash and due from banks reserves.  This
reserve requirement amounted to $5,538,000 at December 31, 1996.

(3)  Investment Securities


The amortized cost and estimated fair value of investment
securities follow.  The estimated fair value of investment
securities has been determined using available quoted market
prices for similar securities.

<TABLE>
<CAPTION>

                                                           Gross       Gross   Estimated
                                           Amortized  Unrealized  Unrealized        Fair
December 31, 1996 (In thousands)                Cost       Gains      Losses       Value
<S>                                         <C>            <C>        <C>        <C>
Investment securities available for sale:
  Taxable investments:
    U.S. Treasury securities                $ 41,330          76         (55)     41,351
    Securities of U.S. government agencies    98,357         143        (347)     98,153
    Mortgage-backed and related securities   218,865       1,398        (816)    219,447
    Other investments                          8,213         ---         (20)      8,193
  Tax-exempt investments:
    Obligations of states and political
      subdivisions                            92,519       1,606        (170)     93,955
                                             _______       _____       _____
                                            $459,284       3,223      (1,408)    461,099

Investment securities held to maturity:
  Taxable investments:
    Securities of U.S. government agencies  $ 15,065          63        (112)     15,016
    Mortgage-backed and related securities     3,041          72         ---       3,113
    Other investments                          2,466          15          (6)      2,475
  Tax-exempt investments:
    Obligations of states and political
      subdivisions                            52,183         681        (152)     52,712
                                             _______       _____       _____      ______
                                            $ 72,755         831        (270)     73,316

December 31, 1995
Investment securities available for sale:
  Taxable investments:
    U.S. Treasury securities                $ 27,621         161          (7)     27,775
    Securities of U.S. government agencies    72,705         214         (97)     72,822
    Mortgage-backed and related securities   190,953         927        (852)    191,028
    Other investments                          9,089                     (18)      9,071
  Tax-exempt investments:
    Obligations of states and political
      subdivisions                            94,014       1,893        (233)     95,674
                                             _______       _____       _____     _______
                                            $394,382       3,195      (1,207)    396,370

Investment securities held to maturity:
  Taxable investments:
    Securities of U.S. government agencies  $ 48,595         375         (44)     48,926
    Mortgage-backed and related securities     3,653          32          (2)      3,683
    Other investments                          6,145          25          (4)      6,166
  Tax-exempt investments:
    Obligations of states and political
      subdivisions                            49,689         794        (127)     50,356
                                             _______       _____       _____     _______
                                            $108,082       1,226        (177)    109,131
</TABLE>


<PAGE>
Proceeds from the sale of available for sale securities were
$67,548,000, $5,578,000 and $21,484,000 in 1996, 1995 and 1994,
respectively.  Gross gains of $558,000 in 1996, $19,000 in 1995
and $68,000 in 1994 and gross losses of $237,000 in 1996, $22,000
in 1995 and $408,000 in 1994 were realized on those sales.
     Other investments at December 31, 1996 and 1995, consisted
primarily of corporate bonds.  U.S. government agencies originate
or guarantee primarily all of the mortgage-backed and related
securities.  The amortized cost of obligations of states and
political subdivisions included industrial development revenue
bonds of $7,269,000 at December 31, 1995.
     Under provisions of the Financial Accounting Standards Board
Special Report entitled "A Guide to Implementation of Statement
115 on Accounting for Certain Investments in Debt and Equity
Securities," the Company transferred securities with amortized
costs of $48,049,000 in December 1995 from held to maturity to
available for sale.  Unrealized gains related to such securities
transferred were $315,000.
     The scheduled maturities of investment securities at
December 31, 1996 follow.  Actual maturities may differ from
scheduled maturities because issuers may have the right to call
obligations without penalties.  The maturities of mortgage-backed
securities have been included in the period of anticipated
payment considering estimated prepayment rates.

<TABLE>
<CAPTION>
                                                      Estimated
                                    Amortized              Fair
(In thousands)                           Cost             Value

<S>                                  <C>                <C>
Investment securities available for
  sale:
  Due in one year or less            $130,194           130,310
  Due after one year through
    five years                        228,980           229,696
  Due after five years through
    ten years                          73,354            73,716
  Due after ten years                  26,756            27,377

                                     $459,284           461,099

Investment securities held to maturity:
  Due in one year or less            $ 22,244            22,264
  Due after one year through
    five years                         28,606            28,691
  Due after five years through
    ten years                          15,307            15,388
  Due after ten years                   6,598             6,973

                                     $ 72,755            73,316

</TABLE>

Investment securities carried at $246,552,000 and $163,418,000 at
December 31, 1996 and 1995, respectively, were pledged to secure
public and other funds on deposit and for other purposes.

(4)  Loans


A summary of loans follows:

<TABLE>
<CAPTION>
(In thousands)            December 31, 1996	   1995

<S>                                 <C>           <C>
Real estate loans:
  Commercial construction
     and land development           $ 42,693       38,123
  Secured by 1-4 family
      residential property           338,010      319,430
  Other                              150,395      163,739
Loans to farmer                       69,660       68,543
Commercial and industrial loans      132,395      119,368
Loans to individuals for personal
  expenditures, net of unearned
  income of $59 and $313
  at December 31, 1996 and
  1995, respectively                 207,197      199,489
All other loans                        1,594        1,501

                                    $941,944      910,193


</TABLE>

The Company originates commercial, real estate, agribusiness and
personal loans with customers throughout Iowa.  The portfolio has
unavoidable geographic risk as a result.

Total non-performing loans and assets at December 31 were:

<TABLE>
<CAPTION>
(In thousands)                          1996         1995

<S>                                   <C>           <C>
Impaired loans and leases:
Non-accrual                           $2,663        2,639
Restructured                             568          178

Total impaired loans and leases        3,231        2,817
Loans and leases past due 90 days
    or more                            2,936        2,802

Total non-performing loans             6,167        5,619
Other real estate owned                  488          869

Total non-performing assets           $6,655        6,488


</TABLE>

The average balances of impaired loans for the years ended
December 31, 1996 and 1995 were $3,378,000 and $3,353,000,
respectively.  The allowance for loan losses related to impaired
loans at December 31, 1996 and 1995 was $481,000 and $425,000,
respectively.  Impaired loans of $456,000 and $384,000 were not
subject to a related allowance for loan losses at December 31,
1996 and 1995, respectively, because of the net realizable value
of loan collateral, guarantees and other factors.

The effect of non-accrual and restructured loans on interest
income for each of the three years ended December 31 was:

<TABLE>
<CAPTION>
(In thousands)                     1996      1995         1994

<S>                                <C>        <C>          <C>
Interest income
As originally contracted           $363       418          537
As recognized                       174       136          321

Reduction of interest income       $189       282          216


</TABLE>

<PAGE>
     Loan customers of the Company include certain executive
officers, directors and principal shareholders, and their related
interests and associates.  All loans to this group were made in
the ordinary course of business at prevailing terms and
conditions.  The aggregate indebtedness of all executive
officers, directors and principal shareholders of Brenton Banks,
Inc. and its significant subsidiaries, and indebtedness of
related interests and associates of this group (except where the
indebtedness of such persons was less than $60,000) included in
loans follows:

<TABLE>
<CAPTION>
(In thousands)                                          Amount

<S>                                                   <C>

Balance at December 31, 1995                          $  4,824
Additional loans                                         2,488
Loan payments                                           (1,475)

Balance at December 31, 1996                          $  5,837


</TABLE>

Mortgage Servicing Rights  The fair market value of capitalized
servicing rights at December 31, 1996 was approximately
$1,145,000.  To determine the fair value of the servicing rights,
the Company used comparable market prices.  There were no charges
to the impairment account.  In determining the fair market value
and potential impairment at the end of 1996, the Company
disaggregated the portfolio into its predominate risk factor;
that being interest rate.  The fair value of the portfolio was
determined by calculating the present value of future cash flows.
 The Company incorporated assumptions that market participants
would use in estimating future net servicing income which include
estimates of the cost of servicing per loan, the discount rate,
float value, an inflation rate, ancillary income per loan,
prepayment speeds and default rates.

Capitalized servicing rights on originated loan servicing is as
follows:

<TABLE>
<CAPTION>

(In thousands)                            1996        1995

<S>                                     <C>            <C>
Beginning of year balance               $  252         ---
Additions from Originations                962         266
Amortization                              (188)        (14)
Impairment                                 ---         ---


Balance at end of year                  $1,026         252


</TABLE>

(5)  Allowance for Loan Losses


A summary of activity in the allowance for loan losses follows:

<TABLE>
<CAPTION>
(In thousands)                        1996    1995   1994

<S>                                <C>      <C>     <C>
Balance at beginning of year       $11,070  10,913   9,818
Provision                            2,900   1,865   1,988
Recoveries                           1,419   1,669   1,549
Loans charged off                   (4,061) (3,377) (2,442)

Balance at end of year             $11,328  11,070 10,913


</TABLE>

(6)  Premises and Equipment


A summary of premises and equipment follows:

<TABLE>
<CAPTION>
(In thousands)                December 31, 1996        1995

<S>                                     <C>          <C>
Land                                    $ 2,952       3,614
Buildings and leasehold
  improvements                           30,876      32,045
Furniture and equipment                  23,463      21,756
Construction in progress                    275          33

                                         57,566      57,448
Less accumulated depreciation            27,187      24,598

                                        $30,379      32,850


</TABLE>

Depreciation expense included in operating expenses amounted to
$3,848,000, $3,626,000 and $2,938,000 in 1996, 1995 and 1994,
respectively.


(7)  Deposits


Time deposits include deposits in denominations of $100,000 or
more of $82,011,000 and $64,014,000 at December 31, 1996, and
1995, respectively.
     A summary of interest expense by deposit classification
follows:

<TABLE>
<CAPTION>
(In thousands)                        1996      1995        1994

<S>                                <C>        <C>         <C>
Demand                             $11,194    11,842       5,418
Savings                              6,134     6,638       6,878
Time deposits
  of $100,000 or more                3,935     4,193       3,110
Other time deposits                 28,244    30,402      26,204

                                   $49,507    53,075      41,610


</TABLE>

The Company made cash interest payments of $55,455,000,
$55,229,000 and $46,850,000 on deposits and borrowings in 1996,
1995 and 1994, respectively.

At December 31, 1996, the scheduled maturities of time deposits
are as follows (in thousands):

     1997                           $335,530
     1998                            166,631
     1999                             42,068
     2000                             26,120
     2001 and thereafter               2,355


                                    $572,704


<PAGE>
(8)  Income Taxes


The current and deferred income tax provisions included in the
consolidated statements of operations follow:

<TABLE>
<CAPTION>
1996 (In thousands)            Current     Deferred        Total

<S>                             <C>          <C>           <C>
Federal                         $3,754          894        4,648
State                            1,067           56        1,123

                                $4,821          950        5,771


1995

Federal                         $2,728          (76)       2,652
State                              502           51          553

                                $3,230          (25)       3,205

1994

Federal                         $3,037       (1,099)       1,938
State                              921         (158)         763

                                $3,958       (1,257)       2,701


</TABLE>

Since the income tax returns are filed after the issuance of the
financial statements, amounts reported are subject to revision
based on actual amounts used in the income tax returns.  The
Company made cash income tax payments of $4,250,000, $2,500,000
and $2,671,000 to the IRS, and $435,000, $737,000 and $1,226,000
to the state of Iowa in 1996, 1995 and 1994, respectively.  Cash
income tax payments for a year include estimated payments for
current year income taxes and final payments for prior year
income taxes.  State income tax expense relates to state
franchise taxes payable individually by the subsidiary banks.
     The reasons for the difference between the amount computed
by applying the statutory federal income tax rate of 35 percent
in 1996 and 34 percent in 1995 and 1994, and income tax expense
follow:

<TABLE>
<CAPTION>
(In thousands)                     1996        1995        1994

<S>                            <C>           <C>         <C>
At statutory rate              $  7,136       4,849       4,556
Increase (reduction) due to:
  Tax-exempt interest            (2,556)     (2,566)     (2,768)
  State taxes, net of
    federal benefit                 730         365         503
  Nondeductible interest expense
    to own tax-exempts              426         431         363
  Other, net                         35         126          47

                               $  5,771       3,205       2,701


</TABLE>

Accumulated deferred income tax assets are included in other
assets in the consolidated statements of condition.  There was no
valuation allowance at December 31, 1996, or 1995.  A summary of
the temporary differences resulting in deferred income taxes and
the related tax effect on each follows:

<TABLE>
<CAPTION>
(In thousands)                                1996          1995

<S>                                         <C>            <C>
Allowance for loan losses                   $3,962         3,985
Unrealized (gains) losses on
  securities available for sale               (670)         (694)
Deposit base intangibles                      (315)         (259)
Premises and equipment                        (588)         (452)
Stock compensation plan                        682           372
Real estate mortgage
  loan points deferred                        (300)         (479)
Alternative minimum tax credit
  carry-forward                                ---           442
Other, net                                    (251)          531

                                            $2,520         3,446


</TABLE>

(9)  Other Short-Term Borrowings


The Company had short-term borrowings with the Federal Home Loan
Bank of Des Moines (FHLB) totaling $34,150,000 and $2,500,000 at
December 31, 1996, and 1995, respectively.  The average rate on
these borrowings at December 31, 1996 was 5.97 percent.  These
borrowings were secured by residential mortgage loans equal to
150 percent of the borrowings and FHLB stock.
     The Parent Company has arranged an unsecured line of credit
of $2,000,000 which was unused at December 31, 1996.  It is at
the prime interest rate and is subject to annual review and
renewal.


(10)  Long-Term Borrowings


Long-term borrowings consisted of the following:

<TABLE>
<CAPTION>
(In thousands)                   December 31, 1996        1995

<S>                                       <C>           <C>
Capital notes, 6.00% to 10.00%
  Total Parent Company                    $ 11,248      12,435
Borrowings from FHLB, average rate
  of 6.18% at December 31, 1996             23,550      25,650
Mortgage debt, average rate of
  6.75% at December 31, 1996                    62          93

                                          $ 34,860      38,178


</TABLE>

Mortgage debt was secured by real property with a carrying value
of $77,000 at December 31, 1996.  Borrowings from the FHLB were
secured by residential mortgage loans equal to 150 percent of the
borrowings and FHLB stock.
     The mortgage debt and borrowings from the FHLB were direct
obligations of the individual subsidiaries.
     Scheduled maturities of long-term borrowings at December 31,
1996, follow:

<TABLE>
<CAPTION>
                                      Parent
(In thousands)                       Company        Consolidated

<S>                                  <C>                  <C>
1997                                 $ 1,457               1,464
1998                                   1,097              15,105
1999                                   1,671              11,268
2000                                     853                 853
2001                                   1,396               1,396
Thereafter                             4,774               4,774

                                     $11,248              34,860


</TABLE>

<PAGE>
(11)  Fair Value of Financial Instruments


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



<TABLE>
<CAPTION>
                                         December 31, 1996         December 31, 1995
                                         Recorded         Fair     Recorded        Fair
(In thousands)                             Amount        Value       Amount       Value
<S>                                    <C>          <C>           <C>         <C>
Financial assets:
  Cash and due from banks              $    76,901     76,901        71,159      71,159
  Interest-bearing deposits with
    banks                                      732        732           265         265
  Federal funds sold and securities
    purchased under agreements to
    resell                                  15,200     15,200        37,600      37,600
  Investment securities                    533,854    534,415       504,452     505,501
  Loans held for sale                        5,870      5,870         8,707       8,707
  Loans, net                               930,615    929,113       899,123     910,338

Financial liabilities:
  Deposits                             $ 1,353,057  1,360,457     1,361,943   1,367,680
  Federal funds purchased, securities
    sold under agreements to repurchase
    and other short-term borrowings        100,976    100,976        43,607      43,607
  Long-term borrowings                      34,860     35,025        38,178      40,610
Off-balance-sheet assets (liabilities):
  Commitments to extend credit         $       ---        ---           ---         ---
  Letters of credit                            ---        (59)          ---         (63)
  Interest rate swaps                          ---        (69)          ---        (224)
</TABLE>


The recorded amount of cash and due from banks and interest-
bearing deposits with banks approximates fair value.
     The recorded amount of federal funds sold and securities
purchased under agreements to resell approximates fair value as a
result of the short-term nature of the instruments.
     The estimated fair value of investment securities has been
determined using available quoted market prices for similar
securities.
     The estimated fair value of loans is net of an adjustment
for credit risk.  For loans with floating interest rates, it is
presumed that estimated fair values generally approximate the
recorded book balances.  Real estate loans secured by 1-4 family
residential property were valued using trading prices for similar
pools of mortgage-backed securities.  Other fixed-rate loans were
valued using a present-value discounted cash flow with a discount
rate approximating the market for similar assets.
     Deposit liabilities with no stated maturities have an
estimated fair value equal to the recorded balance.  Deposits
with stated maturities have been valued using a present-value
discounted cash flow with a discount rate approximating the
current market for similar deposits.  The fair-value estimate
does not include the benefit that results from the low-cost
funding provided by the deposit liabilities compared to the cost
of borrowing funds in the market.  The Company believes the value
of these depositor relationships to be significant.
     The recorded amount of the federal funds purchased,
securities sold under agreements to repurchase and short-term
borrowings approximates fair value as a result of the short-term
nature of these instruments.
     The estimated fair value of long-term borrowings was
determined using a present-value discounted cash flow with a
discount rate approximating the current market for similar
borrowings.
     The fair value of commitments to extend credit and standby
letters of credit are estimated using the fees currently charged
to enter into similar agreements.
     The fair value of interest rate swaps (used for hedging
purposes) is the estimated amount that the Company would receive
or pay to terminate the swap agreements at the reporting date.


(12)  Regulatory Capital


The Company is subject to various regulatory capital requirements
administered by both federal and state banking agencies.  Failure
to comply with minimum capital requirements could result in
actions taken by regulators that could have a direct material
impact on the Company's financial statements.  Under the capital
adequacy guidelines established by regulators, the Company must
meet specific capital guidelines that involve the measurement of
the Company's assets, liabilities and certain off-balance sheet
items.  The Company's capital amounts and classification are also
subject to qualitative judgments by the regulators as it relates
to components, risk weightings and other factors.
     Quantitative measures established by regulators to ensure
capital adequacy require the Company to maintain minimum amounts
and ratios (set forth in the following table) of total and tier 1
capital to risk weighted assets and of tier 1 capital to average
assets.

<PAGE>
     As of December 31, 1996, management believes the Company is
well-capitalized, as defined under the regulatory framework for
prompt corrective action.  To be categorized as well-capitalized,
the Company must maintain minimum total risk-based, tier 1 risk-


based and tier 1 leverage ratios as set forth in the table.  The
Company's actual capital amounts and ratios are also presented in
the table.


<TABLE>
<CAPTION>
                                                                             To Be Well-
                                                                       Capitalized Under
                                                      For Capital      Prompt Corrective
                                       Actual     Adequacy Purposes    Action Provisions
                                    Amount  Ratio   Amount   Ratio       Amount  Ratio
(Dollar amounts in thousands)

<S>                             <C>        <C>     <C>     <C>        <C>       <C>
As of December 31, 1996:
  Total Capital
  (to Risk Weighted Assets):
    Consolidated                 $134,026  12.64%  $84,816  > 8.0%        N/A
                                                            _
    Brenton Bank                  128,138  12.80    80,099  > 8.0     $100,124  > 10.0%
                                                            _                   _
  Tier 1 Capital
  (to Risk Weighted Assets):
    Consolidated                  122,673  11.57    42,408  > 4.0          N/A
                                                            _
    Brenton Bank                  117,476  11.73    40,050  > 4.0        60,075  > 6.0
                                                            _                    _
  Tier 1 Capital
  (to Average Assets):
    Consolidated                  122,673   7.62    48,312  > 3.0           N/A
                                                            _
    Brenton Bank                  117,476   7.90    59,490  > 4.0        74,362  > 5.0
                                                            _                    _
</TABLE>


(13)  Common Stock Transactions


In October 1996, the Company declared a 10 percent common stock
dividend.  This transaction resulted in the issuance of 736,843
shares of common stock and the transfer of $3,684,215 from
retained earnings to common stock.  Fractional shares resulting
from this stock dividend were paid in cash.  In May 1994, the
Company declared a 3-for-2 stock split in the form of a 100
percent stock dividend.  This transaction resulted in the
issuance of 2,633,895 shares of common stock and the transfer of
$13,169,475 from retained earnings to common stock.  Net income
and cash dividends per share information in the financial
statements have been retroactively restated to reflect these
transactions.
     As part of the Company's ongoing stock repurchase plan, in
1996 the Board of Directors increased the amount authorized for
common stock repurchases in 1996 to $10 million.  For the years
ended December 31, 1996, 1995 and 1994, the Company repurchased
347,700, 258,133 and 44,800 shares, respectively, at a total cost
of $8,248,331, $4,830,111 and $850,950.


(14)  Dividend Restrictions


The Parent Company derives a substantial portion of its cash
flow, including that available for dividend payments to
stockholders, from the subsidiary banks in the form of dividends
received.  State and savings banks are subject to certain
statutory and regulatory restrictions that affect dividend
payments.
     Based on minimum regulatory capital guidelines as published
by those regulators, the maximum dividends which could be paid by
the subsidiary banks to the Parent Company at December 31, 1996,
were approximately $16 million.

(15)  Employee Retirement Plan


The Company provides a defined contribution retirement plan for
the benefit of employees.  The plan is a combination profit
sharing and 401(k) plan.  All employees 21 years of age or older
and employed by the Company for at least one year are eligible
for the plan.  The Company contributes 4 1/2 percent of eligible
compensation of all participants to the profit sharing portion of
the plan, and matches employee contributions to the 401(k)
portion of the plan up to a maximum of 3 percent of each
employee's eligible compensation.  Retirement plan costs charged
to operating expenses in 1996, 1995 and 1994 amounted to
$1,284,000, $1,263,000 and $1,367,000, respectively.  The Company
offers no material post-retirement benefits.


(16)  Stock Plans


In 1996, the Company adopted the 1996 Stock Option Plan (the
"Plan").  The Plan authorizes the granting of options on up to
550,000 shares 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
performance vesting requirements, but if vesting is not achieved
from performance vesting, 100 percent vesting occurs nine years
and six months following the grant date.  Options expire ten
years and one month following the grant date.
     At December 31, 1996, there were 79,200 shares available for
grant under the Plan.  The per-share weighted average fair value
of stock options granted during 1996 was $6.60 based on the date
of grant using the Company's option pricing model with the
following weighted average assumptions: expected dividend yield
of 2.15 percent, risk-free interest rate of 6.85 percent,
expected life of 7.5 years and expected volatility of stock price
of 18 percent.
     The Company applies APB Opinion No. 25 in accounting for its
Plan and, accordingly, no compensation cost has been recognized
for its stock options in the financial statements.  Had the
Company determined compensation cost based on the fair value at
the grant date for its stock options under SFAS No. 123, the
Company's net income and earnings per share would have been
reduced to the pro forma amounts indicated below:

                                                  1996

     Net income           As reported      $14,015,430
                          Pro forma         13,768,662

     Earnings per share   As reported            $1.69
                          Pro forma               1.66

     Pro forma net income reflects only options granted in 1996.
 Therefore, the full impact of calculating compensation cost for
stock options under SFAS No. 123 is not reflected in the pro
forma net income amounts presented above because compensation
cost is reflected over the options' expected life of 7.5 years.
     There were 470,800 shares granted under the Plan in 1996
with a weighted average exercise price of $22.166.  At December
31, 1996, the range of exercise prices and weighted average
remaining contractual life of outstanding options was $22.159 -
$23.625 and 9.7 years, respectively.   No options were
exercisable at December 31, 1996.
     A total of 349,551 shares were granted over the past four
years to key management personnel under the Company's long-term
stock compensation plan.  Under provisions of the plan, no grants
were made after 1995.  Each grant of shares covers a three-year
performance period, 35 percent of which vests upon completion of
employment for the performance period and 65 percent of which
vests based on a tiered achievement scale tied to financial
performance goals established by the Board of Directors.  The
total stock compensation expense associated with this plan was
$1,302,000, $425,000 and $(102,000) for 1996, 1995 and 1994,
respectively and changes in outstanding grant shares during 1996
were as follows (restated for the 10 percent common stock
dividend effective in 1996 and the 3-for-2 stock split effective
in 1994):

<TABLE>
<CAPTION>
Performance          1992 to      1993 to    1994 to    1995 to
Period                  1994         1995       1996       1997

<S>                  <C>          <C>        <C>        <C>
December 31, 1993    100,642       86,509        ---        ---
Granted - 1994           ---          ---     99,323        ---
Forfeited - 1994         ---       (2,188)       ---        ---

December 31, 1994    100,642       84,321     99,323        ---
Granted - 1995           ---          ---        ---     98,033
Forfeited - 1995         ---       (9,216)   (14,724)    (7,287)
Expired - 1995       (65,418)         ---        ---        ---
Vested - 1995        (35,224)         ---        ---        ---

December 31, 1995        ---       75,105     84,599     90,746
Forfeited - 1996         ---          ---     (9,524)   (10,369)
Expired - 1996           ---      (48,819)       ---        ---
Vested - 1996            ---      (26,286)       ---        ---

Outstanding grant
  shares at
  December 31, 1996      ---          ---     75,075     80,377


</TABLE>

For the performance period 1994 to 1996, 26,278 shares vested and
48,797 shares expired on January 1, 1997.
     The Company's 1987 nonqualified stock option plan permits
the Board of Directors to grant options to purchase up to 330,000
shares of the Company's $5 par value common stock.  The options
may be granted to officers 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 Board of Directors.
     Changes in options outstanding and exercisable during 1996,
1995 and 1994 were as follows (restated for the 10 percent common
stock dividend effective in 1996 and the 3-for-2 stock split
effective in 1994):

<TABLE>
<CAPTION>
                      Exercisable   Outstanding     Option Price
                          Options       Options        Per Share

<S>                       <C>           <C>           <C>
December 31, 1993         187,110       202,950       $4.02-8.60
Granted - 1994                ---         9,240            17.86
Vested - 1994               7,920           ---        7.99-8.60
Exercised - 1994          (40,535)      (40,535)       4.02-7.99

December 31, 1994         154,495       171,655       4.02-17.86
Vested - 1995               3,300           ---        7.99-8.60
Exercised - 1995          (21,725)      (21,725)            4.02
Forfeited - 1995              ---       (13,860)      7.99-17.86

December 31, 1995         136,070       136,070        4.02-8.60
Exercised - 1996          (26,800)      (26,800)            4.02

December 31, 1996
(13,860 shares available
  for grant)              109,270       109,270       $4.02-8.60


</TABLE>

On May 6, 1997, the shares available for grant will expire.
     The Company's Employee Stock Purchase Plan allows employees
to purchase the Company's common stock at 85 percent of the
current market price on four defined purchase dates during the
year.  During 1996, 16,612 shares of common stock were purchased
by employees under this plan.

<PAGE>

(17)  Lease Commitments


Rental expense included in the consolidated statements of
operations amounted to $1,919,000, $1,937,000 and $1,799,000 in
1996, 1995 and 1994, respectively. Future minimum rental
commitments for all noncancelable leases with terms of one year
or more total approximately $1,200,000 per year through 2001,
$600,000 per year through 2006, $200,000 per year through 2011,
and $40,000 per year through 2013, with a total commitment of
$10,500,000.


(18)  Commitments and Contingencies


In the normal course of business, the Company is party to
financial instruments necessary to meet the financial needs of
customers, which are not reflected on the consolidated statements
of condition.  These financial instruments include commitments to
extend credit, standby letters of credit and interest rate swaps.
 The Company's risk exposure in the event of nonperformance by
the other parties to these financial instruments is represented
by the contractual amount of these instruments.  The Company uses
the same credit policies in making commitments as it does in
making loans.
     Commitments to extend credit are legally binding agreements
to lend to customers.  Commitments generally have fixed
expiration dates and may require payment of a fee.  Based upon
management's credit assessment of the customer, collateral may be
obtained.  The type and amount of collateral varies, but may
include real estate under construction, property, equipment and
other business assets.  In many cases, commitments expire without
being drawn upon, so the total amount of commitments does not
necessarily represent future liquidity requirements. The Company
had outstanding commitments to extend credit of $221 million and
$166 million at December 31, 1996, and 1995, respectively.
     Standby letters of credit are conditional commitments issued
by the Company guaranteeing the financial performance of a
customer to a third party.  The credit risk involved in issuing
letters of credit is essentially the same as that involved in
extending loans. Outstanding standby letters of credit totaled
$11,770,000 and $20,513,000 at December 31, 1996, and 1995,
respectively.  The Company does not anticipate losses as a result
of issuing commitments to extend credit or standby letters of
credit.
     The Company enters into interest rate swap agreements as
part of its asset/liability management strategy to manage
interest-rate risk.  The notional value of these agreements was
$16,205,000 and $10,960,000 at December 31, 1996, and 1995,
respectively.  The interest rate swap agreements subject the
Company to market risk associated with changes in interest rates,
as well as the risk of default by the counterparty to the
agreement.  The credit worthiness of the counterparties was
evaluated by the Company's loan committee prior to entering into
the agreements.  The agreements run through 1998.
     Brenton Savings Bank, FSB converted from a mutual savings
and loan association to a federal stock savings bank in 1990, at
which time a $4 million liquidation account was established.
Each eligible savings account holder who had maintained a deposit
account since the conversion would be entitled to a distribution
if the savings bank were completely liquidated. This distribution
to savers would have priority over distribution to the Parent
Company.  The Company does not anticipate such a liquidation.
     The Company maintains a data processing agreement with
ALLTEL Financial Information Services, Inc. (ALLTEL), formerly
Systematics, Inc., whereby ALLTEL manages and operates the
Company's data processing facility.  The contract involves fixed
payments of $2,412,000 in 1997 and $2,389,000 in 1998 through
2001 and $1,194,000 in 2002.  These fixed payments will be
adjusted for inflation and volume fluctuations.
     The Company is involved with 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 statements.


(19)  Restructuring Charge


During the fourth quarter of 1994, the Company finalized plans
for a strategic restructuring program.  This plan resulted in a
special charge of $2.6 million ($1.7 million after tax or $.19
per share), in 1994.  A summary of the estimated costs expensed
in 1994 and the actual costs incurred in 1995 follows:

<TABLE>
<CAPTION>
                                 1994 Estimated      1995 Actual
                                          Costs            Costs

<S>                                  <C>            <C>
Salaries and wages                   $1,089,000     $    565,263
Employee benefits                       289,000           83,409
Occupancy expense                       192,000              ---
Data processing expense                 527,500          389,432
Abandonment losses                      267,000          164,945
Legal, regulatory and other             280,500          409,085

                                     $2,645,000     $  1,612,134


</TABLE>

The difference between the estimated costs recorded in 1994 and
the actual costs incurred was credited or charged to the above
expense categories in the fourth quarter of 1995.

<PAGE>
(20)  Brenton Banks, Inc. (Parent Company) Condensed Financial
Information




<TABLE>
<CAPTION>
Statements of Condition
December 31 (In thousands)                                   1996                 1995
<S>                                                     <C>                    <C>
Assets
  Interest-bearing deposits with banks                  $   5,638                  128
  Short-term investments                                      ---                7,500
  Advances to bank subsidiaries                               ---                  117
  Investments in:
    Bank subsidiaries                                     124,383              119,325
    Bank-related subsidiaries                                  45                   43
    Excess cost over net assets                             1,826                1,900
  Premises and equipment                                      618                1,375
  Other assets                                              3,168                3,186
                                                         ________              _______
                                                        $ 135,678              133,574

Liabilities and Stockholders' Equity
  Accrued expenses payable
    and other liabilities                               $   2,476                1,605
  Long-term borrowings                                     11,248               12,435
  Common stockholders' equity                             121,954              119,534
                                                          _______              _______
                                                        $ 135,678              133,574
</TABLE>

<TABLE>
<CAPTION>
Statements of Operations
Years Ended December 31 (In thousands)                       1996      1995       1994
<S>                                                     <C>          <C>        <C>
Income
  Dividends from subsidiaries                           $  10,766     8,997     11,691
  Interest income                                             341       442        317
  Management fees                                             ---     1,634      1,222
  Other operating income                                       43     2,644      2,128
                                                         ________    ______     ______
                                                           11,150    13,717     15,358
Expense
  Salaries and benefits                                     1,884     4,021      3,466
  Interest on long-term borrowings                            970     1,046      1,044
  Other operating expense                                     655     2,006      2,263
                                                         ________    ______     ______
                                                            3,509     7,073      6,773

Income before income taxes and
  equity in undistributed earnings
  of subsidiaries                                           7,641     6,644      8,585
Income taxes                                               (1,040)     (759)    (1,083)
Income before equity in undistributed
  earnings of subsidiaries                                  8,681     7,403      9,668
Equity in undistributed earnings of subsidiaries            5,334     3,004        439
                                                         ________    ______     ______
Net income                                              $  14,015    10,407     10,107
</table

<PAGE>
(20)  Brenton Banks, Inc. (Parent Company) Condensed Financial
Information





</TABLE>
<TABLE>
<CAPTION>
Statements of Cash Flows
Years Ended December 31 (In thousands)                     1996        1995       1994
<S>                                                   <C>            <C>        <C>
Operating Activities
Net income                                            $  14,015      10,407     10,107
Adjustments to reconcile net income to net cash
  provided by operating activities:
  Equity in undistributed earnings of subsidiaries       (5,334)     (3,004)      (439)
  Depreciation and amortization                             163         230        230
  (Increase) decrease in other assets                        18          49       (370)
  Increase (decrease) in accrued expenses
    payable and other liabilities                           871        (148)      (373)
                                                       ________      ______     ______
Net cash provided by operating activities                 9,733       7,534      9,155
Investing Activities
(Increase) decrease in short-term investments             7,500       1,000     (5,000)
Redemption (purchase) of subsidiary equity, net              (7)        156       (200)
Principal collected from or (advances to)
  subsidiaries                                              115         (97)      (270)
Purchase of premises and equipment, net                     669        (512)      (648)
                                                       ________      ______     ______
Net cash provided (used) by investing activities          8,277         547     (6,118)

Financing Activities
Net proceeds (repayment) of long-term borrowings         (1,187)       (209)       622
Proceeds from issuance of common stock under the
  long-term stock compensation plan                         335         362        ---
Proceeds from issuance of common stock under the
  stock option plan                                         291         188        386
Proceeds from issuance of common stock under the
  employee stock purchase plan                               72         ---        ---
Payment for shares acquired under common stock
  repurchase plan                                        (8,248)     (4,830)      (851)
Payment for fractional shares in stock dividends            (14)        ---         (4)
Dividends on common stock                                (3,749)     (3,498)    (3,472)
                                                       ________      ______     ______
Net cash used by financing activities                   (12,500)     (7,987)    (3,319)
Net increase (decrease) in cash and interest-
  bearing deposits                                        5,510          94       (282)
Cash and interest-bearing deposits at the
  beginning of the year                                     128          34        316
Cash and interest-bearing deposits at the end
  of the year                                         $   5,638         128         34
</TABLE>


<PAGE>
(21)  Unaudited Quarterly Financial Information


The following is a summary of unaudited quarterly financial
information (in thousands, except per common and common
equivalent share data):



<TABLE>
<CAPTION>
                                                         1996
Three months ended             March 31         June 30        Sept. 30        Dec. 31
<S>                            <C>               <C>             <C>            <C>
Interest income                $ 27,370          27,512          27,923         28,578
Interest expense                 13,701          13,645          13,813         14,172
                                _______          ______          ______         ______
Net interest income              13,669          13,867          14,110         14,406
Provision for loan losses           700             800             600            800
                                _______          ______          ______         ______
Net interest income after
  provision for loan losses      12,969          13,067          13,510         13,606
Noninterest income                5,552           5,622           5,776          6,377
Noninterest expense              13,355          13,471          14,685         14,579
                                _______          ______          ______         ______
Income before income taxes
  and minority interest           5,166           5,218           4,601          5,404
Income taxes                      1,446           1,497           1,275          1,553
Minority interest                   140             153             153            157
                                _______          ______          ______         ______
Net income                     $  3,580           3,568           3,173          3,694
Per common and common
  equivalent share:
Net income                     $    .42             .43             .39            .45

</TABLE>

<TABLE>
<CAPTION>
                                                         1995
Three months ended             March 31         June 30        Sept. 30        Dec. 31*
<S>                            <C>               <C>             <C>            <C>
Interest income                $ 26,611          27,852          28,442         28,135
Interest expense                 13,597          14,807          14,670         14,634
                                _______          ______          ______         ______

Net interest income              13,014          13,045          13,772         13,501
Provision for loan losses           460             459             486            460
                                _______          ______          ______         ______
Net interest income after
  provision for loan losses      12,554          12,586          13,286         13,041
Noninterest income                4,271           4,499           4,379          4,697
Noninterest expense              13,681          13,736          13,402         14,232
                                _______          ______          ______         ______
Income before income taxes
  and minority interest           3,144           3,349           4,263          3,506
Income taxes                        573             661           1,143            828
Minority interest                   121             124             122            283
                                _______          ______          ______         ______
Net income                     $  2,450           2,564           2,998          2,395
Per common and common
  equivalent share:
Net income                     $    .28             .30             .36            .28
<FN>
* See footnote 19 regarding the restructure charge.
</TABLE>

<PAGE>
MANAGEMENT'S REPORT

	The management of Brenton Banks, Inc. is responsible for the
content of the consolidated financial statements and other
information included in this annual report.  Management believes
that the consolidated financial statements have been prepared in
conformity with generally accepted accounting principles
appropriate to reflect, in all material respects, the substance
of events and transactions that should be included.  In preparing
the consolidated financial statements, management has made
judgments and estimates of the expected effects of events and
transactions that are accounted for or disclosed.
	Management of the Company believes in the importance of
maintaining a strong internal accounting control system, which is
designed to provide reasonable assurance that assets are
safeguarded and transactions are appropriately authorized.  The
Company maintains a staff of qualified internal auditors who
perform periodic reviews of the internal accounting control
system.  Management believes that the internal accounting control
system provides reasonable assurance that errors or
irregularities that could be material to the consolidated
financial statements are prevented or detected and corrected on a
timely basis.
	The Board of Directors has established an Audit Committee to
assist in assuring the maintenance of a strong internal
accounting control system.  The Audit Committee meets
periodically with management, the internal auditors and the
independent auditors to discuss the internal accounting control
system and the related internal and external audit efforts.  The
internal auditors and the independent auditors have free access
to the Audit Committee without management present.  There were no
matters considered to be reportable conditions under Statement of
Auditing Standards No. 60 by the independent auditors.
	The consolidated financial statements of Brenton Banks, Inc.
and subsidiaries are examined by independent auditors.  Their
role is to render an opinion on the fairness of the consolidated
financial statements based upon audit procedures they consider
necessary in the circumstances.

Brenton Banks, Inc.


Robert L. DeMeulenaere
President


Steven T. Schuler
Chief Financial Officer/Treasurer/Secretary


INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders of Brenton Banks, Inc:

	We have audited the accompanying consolidated statements of
condition of Brenton Banks, Inc. and subsidiaries as of December
31, 1996, and 1995, and the related consolidated statements of
operations, changes in common stockholders' equity and cash flows
for each of the years in the three-year period ended December 31,
1996.  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility
is to express an opinion on these consolidated financial
statements based on our audits.
	We conducted our audits in accordance with generally
accepted auditing standards.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
 We believe that our audits provide a reasonable basis for our
opinion.
	In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects, the
financial position of Brenton Banks, Inc. and subsidiaries at
December 31, 1996, and 1995, and the results of their operations
and their cash flows for each of the years in the three-year
period ended December 31, 1996, in conformity with generally
accepted accounting principles.




KPMG Peat Marwick LLP

Des Moines, Iowa
February 7, 1997

<PAGE>
STOCK INFORMATION

Brenton Banks, Inc. common stock is traded on the NASDAQ National
Market and quotations are furnished by the NASDAQ System.  There
were 1,562 common stockholders of record on December 31, 1996.

<TABLE>
<CAPTION>
MARKET AND DIVIDEND INFORMATION

1996                     High      Low            Dividends

<S>  <C>                 <C>       <C>                 <C>
     1st quarter         $22.05    19.09               .109
     2nd quarter          22.05    20.68               .109
     3rd quarter          22.73    21.36               .118
     4th quarter          28.00    22.50               .118
</TABLE>

<TABLE>
<CAPTION>

1995                     High      Low            Dividends

<S>  <C>                 <C>       <C>                 <C>
     1st quarter         $17.05    16.14                .10
     2nd quarter          17.27    16.14                .10
     3rd quarter          18.64    16.25                .10
     4th quarter          20.68    17.50               .109


</TABLE>

The above table sets forth the high and low sales prices and cash
     dividends per share for the Company's common stock, after
     the effect of the October 1996 10% common stock dividend.
The market quotations, reported by NASDAQ, represent prices
     between dealers and do not include retail markup, markdown
     or commissions.


NASDAQ Symbol:  BRBK
Wall Street Journal and
Other Newspapers:  Brent B

Market Makers
ABN AMRO Chicago Corporation
Herzog, Heine, Geduld, Inc.
Howe, Barnes Investments, Inc.
Keefe, Bruyette & Woods, Inc.
Stifel, Nicolaus & Co., Inc.
Wedbush Morgan Securities, Inc.

FORM 10-K
COPIES OF BRENTON BANKS, INC. ANNUAL REPORT TO THE
SECURITIES AND EXCHANGE COMMISSION FORM 10-K WILL BE MAILED
WHEN AVAILABLE WITHOUT CHARGE TO SHAREHOLDERS UPON WRITTEN
REQUEST TO STEVEN T. SCHULER, CHIEF FINANCIAL OFFICER/
TREASURER/SECRETARY, AT THE CORPORATE HEADQUARTERS.

STOCKHOLDER INFORMATION

Corporate Headquarters
Suite 200, Capital Square
400 Locust Street
Des Moines, Iowa 50309
Telephone 515/237-5100

Annual Shareholders' Meeting
Wednesday, May 7, 1997, 5:00 p.m.
Des Moines Convention Center
501 Grand Avenue
Des Moines, Iowa 50309

Transfer Agent/Registrar/
Dividend Disbursing Agent
Harris Trust and Savings Bank
311 West Monroe Street
Chicago, Illinois 60690

Legal Counsel
Brown, Winick, Graves, Gross,
  Baskerville and Schoenebaum, P.L.C.
Suite 1100, Two Ruan Center
601 Locust Street
Des Moines, Iowa 50309

Independent Auditors
KPMG Peat Marwick LLP
2500 Ruan Center
666 Grand Avenue
Des Moines, Iowa 50309

<PAGE>

CORPORATE STRUCTURE

BRENTON BANKS, INC.
BOARD OF DIRECTORS

C. Robert Brenton
Chairman of the Board
Brenton Banks, Inc.

William H. Brenton
Past Chairman (21 Years)
Past Chairman,
  Executive Committee (5 Years)
Past President (5 Years)
Brenton Banks, Inc.

J.C. Brenton
Past President
Brenton Banks, Inc.

Gary M. Christensen
President & CEO
Pella Corporation

Robert L. DeMeulenaere
President
Brenton Banks, Inc.

R. Dean Duben
Vice Chairman of the Board
Brenton Bank, Davenport

Hubert G. Ferguson
Financial Services Consultant
New Brighton, Minnesota


BRENTON BANKS, INC.
EXECUTIVE OFFICERS

C. Robert Brenton
Chairman of the Board

Robert L. DeMeulenaere
President

Steven T. Schuler
Chief Financial Officer/Treasurer/
  Secretary

BRENTON BANK
SENIOR OFFICERS AND
LINE OF BUSINESS MANAGERS

C. Robert Brenton
Chairman of the Board

Robert L. DeMeulenaere
Chief Executive Officer/President

Larry A. Mindrup
Chief Banking Officer
President, Des Moines

Phillip L. Risley
Chief Administrative Officer/Cashier

Perry C. Atwood
Chief Sales Officer

Woodward G. Brenton
Chief Commercial Banking Officer

Charles N. Funk
Chief Investment/ALCO Officer

Ronald D. Larson
Regional President Eastern Iowa
  Division
President, Cedar Rapids

Marc J. Meyer
Regional President Western Iowa
  Division
President, Adel

Steven T. Schuler
Chief Financial Officer/Treasurer/
  Secretary

Norman D. Schuneman
Chief Credit Officer

Steven D. Agan
President, Knoxville

John H. Anderson
President, Davenport

Thomas J. Friedman
President, Ankeny

Kevin Z. Geis
President, Brenton Savings Bank, FSB
Ames

Robert L. German
President, Dallas Center

John M. Hand
President, Emmetsburg

Dennis H. Hanson
President, Grinnell

Richard H. Jones
President, Perry

V. Blaine Lenz
President, Eagle Grove

James L. Lowrance
President, Marshalltown

Clay A. Miller
President, Clarion

Jeffrey J. Nolan
President, Jefferson

Clark H. Raney
President, Indianola

Gary D. Ernst
President, Trust Division

Marsha A. Findlay
Senior Vice President, Des Moines
Senior Retail Banking Officer

Mark J. Hoffschneider
President, Brenton Mortgages

Douglas F. Lenehan
President, Diversified Commercial
  Services Division

Loras J. Neuroth
President, Brenton Insurance

Elizabeth M. Piper/Bach
President, Brenton Investments

Catherine Reed
Senior Marketing Officer

Thomas J. Vincent
President, Agricultural Banking
  Division