FORM 10-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

(Mark One)

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

For the fiscal year ended December 31, 1995

                                    OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 12 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period form ___________________ to _____________________

Commission file number 0-6216

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

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

Suite 300, Capital Square, 400 Locust, Des Moines, Iowa            50309
(Address of principal executive offices)                         (Zip Code)

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

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

Title of each class               Name of each exchange on which registered

     None                                          None

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

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

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

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 13, 1996, was $101,791,000. 

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the most recent practicable date, March 13, 1996.

                            7,587,070 shares Common Stock, $5 par value

DOCUMENTS INCORPORATED BY REFERENCE

The Annual Report to Shareholders for the 1995 calendar year is incorporated
by reference into Part I and Part II hereof to the extent indicated in such
Parts.

The definitive proxy statement of Brenton Banks, Inc. which will be filed not
later than 120 days after the close of the Company's fiscal year ending
December 31, 1995, is incorporated by reference into Part III hereof to the
extent indicated in such Part.

                                       1 of 154 Total Pages
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<PAGE>
TABLE OF CONTENTS

PART I
                                                                        Page

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

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

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

         (C)  Affiliated Banks  . . . . . . . . . . . . . . . . . . . . .  6

         (D)  Bank-Related Subsidiaries and Affiliates  . . . . . . . . .  6

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

         (F)  Employees . . . . . . . . . . . . . . . . . . . . . . . . .  8

         (G)  Supervision and Regulation  . . . . . . . . . . . . . . . .  8

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

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

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

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

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

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


PART II

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

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

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

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

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

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

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

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

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



PART IV

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




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

Item 1.   Business.

          (A)  General Description.

          Brenton Banks, Inc. (the "Parent Company") is a bank holding
company registered under the Bank Holding Company Act of 1956 and a savings
and loan holding company under the Savings and Loan Holding Company Act. 
Brenton Banks, Inc. was organized as an Iowa corporation under the name
Brenton Companies in 1948.  Subsequently, the Parent Company changed its
corporate name to its current name, Brenton Banks, Inc.  On December 31,
1995, the Parent Company had direct control of both its commercial and
savings bank (hereinafter the "affiliated banks"), both located in Iowa.  The
commercial bank is a state bank incorporated under the laws of the State of
Iowa and the savings bank is a federal savings bank organized under the laws
of the United States.  On December 31, 1995, the affiliated banks were
operating 45 banking locations in Iowa.  Both of the affiliated banks are
members of the Federal Deposit Insurance Corporation.

          Brenton Banks, Inc. and its subsidiaries (the "Company") engages in
retail, commercial, and agricultural banking and related financial services. 
In connection with this banking industry segment, the Company provides the
usual products and services of banking such as deposits, commercial loans,
agribusiness loans, personal loans, and trust services.  The principal
service provided by the Company consists of making loans.  The principal
markets for these loans are businesses and individuals.  These loans are made
at the offices of the affiliated banks and subsidiaries, and some are sold on
the secondary market.  The Company also engages in activities that are
closely related to banking, including mortgage banking and investment
brokerage.

          (B)  Recent Developments.

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

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

          New Directors.  In February 1995, the Board of Directors increased
the number of directors from six to seven and named Gary M. Christensen to
fill the position.  Mr. Christensen is the President and Chief Executive
Officer of Pella Corporation in Pella, Iowa.

          Common Stock Repurchase Plan.  As part of the Company's ongoing
stock repurchase plan, in 1995 the Board of Directors authorized additional
stock repurchases of $5,000,000 of the Company's common stock.  For the years
ended December 31, 1995 and 1994, the Company repurchased 258,133 and 44,800
shares, respectively, at a total cost of $4,830,111 and $850,950.

          Regulatory Developments.  Recently, Congress announced the
introduction of legislation which could substantially change the regulatory
framework in which banks and other financial institutions operate.  At the
present time, it is impossible for the Company to predict whether such
legislation will be enacted and the nature of the effects on the Company, if
enacted.  Among the legislation Congress is considering is proposed
legislation to recapitalize the Savings Association Insurance Fund (SAIF). 
This proposed legislation would assess a one-time premium, currently
estimated between $1.2 million and $1.5 million, on 
     5
<PAGE>
all SAIF deposits and would be expensed when and if legislation is passed. 
The Company has approximately $225 million of SAIF deposits.

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

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

          Other.  The information appearing on pages 2 through 7 of the
Company's Annual Report to Stockholders for the year ended December 31, 1995
(the "Annual Report") filed as Exhibit 13, is incorporated by reference.

          (C)  Affiliated Banks.

          The 2 affiliated banks had 45 banking locations at December 31,
1995, located in 13 of Iowa's 99 counties.  These banks serve both
agricultural and metropolitan areas.  The location and certain other
information about the affiliated banks are given below.

          The main office of Brenton Bank is located in the Des Moines, Iowa,
metropolitan area.  Des Moines is the largest city in Iowa.  In addition to
their main banking location, Brenton Bank has 42 offices located throughout
Iowa and provides services to customers in numerous counties across the
state.  See page 39 of the Company's Annual Report, filed as Exhibit 13
hereto, for individual office locations.

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

          At December 31, 1995, Brenton Bank owned and operated real estate
agencies and insurance agencies handling group, fire, crop, homeowner's,
automobile and liability insurance.  These activities are conducted through
separate corporate subsidiaries as well as directly in offices of the bank. 
The total commissions from the insurance and real estate agencies were not
substantial in relation to total other receipts of Brenton Bank.

          During 1994, the Company established out-of-state investment
subsidiaries to manage the investment portfolios of each Brenton bank,
excluding the savings 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.

          (D)  Bank-Related Subsidiaries and Affiliates.

          Brenton Brokerage Services, Inc., a wholly owned subsidiary of
Brenton Bank, was formed in 1992 and provides a full array of retail
investment brokerage services to customers.  The company is not involved with
the direct issuance, flotation or underwriting of securities.  At December
31, 1995, this subsidiary had 28 licensed brokers serving all Brenton banks. 

          Brenton Mortgages, Inc., a wholly-owned subsidiary of Brenton
Savings Bank, FSB, engages in the mortgage banking business.  This subsidiary
services numerous mortgage loans sold to institutional investors and the
mortgage loan portfolios of the affiliated banks.
     6
<PAGE>
          Brenton Insurance Services, Inc., a wholly-owned subsidiary of the
Parent Company, provides insurance risk management services for the Company.

          (E)  Executive Officers and Policymakers of the Registrant.

          The term of office for the executive officers and policymakers of
the Company is from the date of election until the next Annual Organizational
Meeting of the Board of Directors.  The names and ages of the executive
officers and policymakers of the Company as of March 13, 1996, the offices
held by these executive officers and policymakers on that date, the period
during which the officers have served as such and the other positions held
with the Company by these officers during the past five years are set forth
below and on the following page: 

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

<S>                       <C> <C>                          <C>        <C>
C. Robert Brenton         65  Chairman of the Board        1990       
Des Moines, Iowa

Robert L. DeMeulenaere    56  President                    1994       President/Treasurer, Brenton Mortgages, Inc.
Des Moines, Iowa                                                      - August 1989 to July, 1994; CEO, Brenton Bank
                                                                      and Trust Company of Cedar Rapids - August
                                                                      1990 to January 1994; Senior Vice President
                                                                      of the Parent Company - August 1990 to
                                                                      January 1994

Larry A. Mindrup          54  Chief Banking Officer -      1995       CEO, Brenton Savings Bank, FSB; Ames - April
Des Moines, Iowa              President, Des Moines                   1994 to present; President, Brenton Bank, 
                                                                      N.A., Des Moines - May 1995 to September 
                                                                      1995; President, Brenton Savings Bank, FSB,
                                                                      Ames - April 1994 to April 1995; President, 
                                                                      Trust Officer and Director, Brenton National
                                                                      Bank - Poweshiek County - January 1991 to 
                                                                      March 1994

Woodward G. Brenton       45  Chief Commercial             1995       President and CEO, Brenton First National
Des Moines, Iowa               Banking Officer                        Bank - January 1992 to October 1995; Executive
                              President, Davenport         1992       Vice President, Brenton First National Bank,
                                                                      Davenport - January 1991 to January 1992

Charles N. Funk           41  Chief Investment/            1995       Vice President - Investments, Brenton Banks,
Des Moines, Iowa              ALCO Officer                            Inc. - December 1991 to October 1995

Ronald D. Larson          47  Regional President           1995       President, Brenton Bank and Trust Company,
Cedar Rapids, Iowa             Eastern Iowa Division                  Marshalltown - January 1991 to July 1993
                              President, Cedar Rapids      1993

Marc J. Meyer             42  Regional President           1995       Executive Vice President, Brenton National
Perry, Iowa                    Agricultural Division                  Bank of Perry - January 1991 to January 1992
                              President, Perry             1992

Phillip L. Risley         53  Chief Administrative         1995       Executive Vice President of the Parent
Des Moines, Iowa               Officer                                Company - January 1992 to December 1995;
                              Cashier                      1995       President and CEO, Brenton Bank, N.A.,
                                                                      Des Moines - February 1990 to May 1995;
                                                                      Vice President - Operations of the Parent
                                                                      Company - May 1984 to January 1992;
                                                                      Chairman of the Board, Brenton Bank
                                                                      Services Corporation - May 1992 to 
                                                                      September 1995; Executive Vice President/
                                                                      Treasurer, Brenton Information Systems, 
                                                                      Inc. - April 1990 to May 1992

</TABLE>
     7
<PAGE>
<TABLE>
<CAPTION>
                                       Company          Position
Name and Address         Age    Position or Subsidiary  Commenced                   Other Positions
________________         ___    ______________________  _________                   _______________

<S>                       <C> <C>                          <C>        <C>
Steven T. Schuler         44  Chief Financial Officer/      1990      Executive Vice President, Brenton Bank
Des Moines, Iowa              Treasurer/Secretary           1986      Services Corporation - May 1992 to
                                                                      September 1995

Norman D. Schuneman       53  Chief Credit Officer          1995      Senior Vice President - Lending of the
Des Moines, Iowa                                                      Parent Company - January 1990 to 
                                                                      December 1995; Executive Vice President,
                                                                      Brenton Bank, N.A., Des Moines - July
                                                                      1985 to October 1995; Vice President - 
                                                                      Loans of the Parent Company - January
                                                                      1988 to January 1990

Gary D. Ernst             52  President - Trust             1995      Vice President - Trust of the Parent
Des Moines, Iowa              Division                                Company - June 1990 to December 1995

Elizabeth M. Piper/Bach   43  President, Brokerage          1995
Des Moines, Iowa



<FN>
All of the foregoing individuals have been employed by the Company for the past five years, except for Elizabeth M.
Piper/Bach, who was Vice President and Director of Investment Management Consulting and Training for John G. Kinnard & Co.
from 1993 to 1995 and Vice President and Director of the Investment Management Group of Dain Bosworth in Minneapolis,
Minnesota prior to 1993 and Charles N. Funk, who was Senior Vice President, Bank and Trust Investments of Union National
Bank, Wichita, Kansas from December 1984 to December 1991.
</TABLE>
          (F)  Employees.

          On December 31, 1995, the Parent Company had 56 full-time employees
and 4 part-time employees.  On December 31, 1995, the Company had 612 full-
time employees and 137 part-time employees.  None of the employees of the
Company are represented by unions.  The relationship between management and
employees of the Company is considered good.

          (G)  Supervision and Regulation.

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

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

          As a savings and loan holding company, Brenton Banks, Inc. is
subject to federal regulation and examination by the Office of Thrift
Supervision (the "OTS").  The OTS has enforcement authority over the Company. 
This authority permits the OTS to restrict or prohibit activities that are
determined to be a serious
     8
<PAGE>
risk to the subsidiary savings institution.  Generally, the activities for a
bank holding company are more limited than the authorized activities for a
savings and loan holding company.

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

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

          The affiliated savings bank is subject to the supervision of and
regular examination by the OTS and FDIC.  In addition to the fees charged by
the FDIC, the savings bank is assessed fees by the OTS based upon the savings
bank's total assets.  As a savings institution, the savings bank is a member
of the Federal Home Loan Bank of Des Moines, must maintain certain minimum
capital ratios established by the OTS and is required to meet a qualified
thrift lender test (the "QTL") to avoid certain restrictions upon its
operations.  On December 31, 1995, Brenton Savings Bank, FSB, complied with
the current minimum capital guidelines and met the QTL test, which it has
always met since the test was implemented.  

          The Company's affiliated banks are assessed fees based on the
banks' deposits by the FDIC, to insure the funds of customers on deposit with
the banks.  The deposits acquired from the Resolution Trust Corporation and
the deposits of the savings bank are insured by SAIF, while deposits of the
Company's commercial bank are insured by BIF.  The FDIC has implemented the
"Risk-Based Assessment System" which is a system designed to assess higher
FDIC insurance premiums to those institutions that are more likely to result
in a loss to the deposit insurance fund.  Currently, SAIF insured
institutions are assessed premiums from $.23 to $.31 per $100 of deposits. 
All SAIF insured deposits of the Company are subject to a FDIC insurance
premium rate of $.23 per $100 of deposits, the lowest rate under the "Risk-
Based Assessment System".  In September 1995, the FDIC suspended BIF deposit
insurance premiums for all well capitalized banks and retroactively refunded
assessments to May 1995.  This was a result of the full funding of reserves
required by the FDIC to insure the deposits of the banking industry.  Brenton
Bank qualified as a well capitalized bank and is not subject to any FDIC
insurance premium on BIF deposits.  See Item 1, Section (B), Recent
Developments, for proposed legislation on SAIF deposits.

          According to Iowa's regional interstate banking law, Iowa-based
banks and bank holding companies can acquire banks and bank holding companies
located in certain other states.  Additionally, certain non-Iowa based banks
and bank holding companies can acquire Iowa banks and bank holding companies,
provided that the total deposits of all banks and savings and loan
associations (hereinafter "thrifts") controlled by out of state bank holding
companies does not exceed thirty-five percent of the total deposits of all
banks and thrifts in the state.  The law allows regional interstate banking
between Iowa and Illinois, Minnesota, Missouri, Nebraska, South Dakota and
Wisconsin.  Bank holding companies and banks may acquire thrifts in any
state, regardless of whether the acquiror can operate a bank in that state. 
Such thrifts must conform their activities to those that are permissible for
banks or bank holding companies and their subsidiaries.  
     9
<PAGE>
          During 1994, the "Riegle-Neal Interstate Banking and Branching
Efficiency Act of 1994" (the "Interstate Banking Act") was enacted.  This law
amends certain provisions of the federal banking laws (including the Bank
Holding Company Act) to permit the acquisition of banks by banks or bank
holding companies domiciled outside of the home state of the acquired bank. 
The law will become effective on June 1, 1997.  The Interstate Banking Act
seeks to provide a uniform interstate banking law for all 50 states. 
Provisions of the law allow individual states to "opt-out" of the provisions
of the Interstate Banking Act by expressly prohibiting merger transactions
with out-of-state banks.  Also, states are permitted to impose certain
conditions upon interstate mergers.  States electing to opt-out of the
Interstate Banking Act must pass such a law prior to June 1, 1997.  In
addition, the Interstate Banking Act also permits certain affiliated
financial institutions to act as agents for each other, establishes limits
upon the maximum deposits that may be held by any one institution in the
nation and in any one state and seeks to equalize the competitive
opportunities between the United States and the foreign banks.  Whether Iowa
or other states surrounding Iowa will "opt-out" of the provisions of the
Interstate Banking Act prior to June 1, 1997 is unknown.  The full extent of
the provisions of the Interstate Banking Act and its effect upon the Company
is unknown at this time.

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

          (H)  Governmental Monetary Policy and Economic Conditions.

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

          (I)  Competition.

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

          The multi-bank holding companies which own banks in Iowa are in
direct competition with one another.  Brenton Banks, Inc. is the largest
multi-bank holding company domiciled in Iowa.  The second largest Iowa-based
multi-bank holding company has 33 locations in Iowa and deposits
approximately 29 percent less than those of the Company.  There are four
other multi-bank holding companies, which operate banks in Iowa, but are
domiciled in other states.  One such holding company, domiciled in Minnesota,
has 44 banking locations located in various parts of Iowa.  Two Missouri
based multi-bank holding companies operate banks in Iowa, one has 33 banking
locations and the other has 27 banking locations.  Another multi-bank holding
company, domiciled in Wisconsin, has 44 locations in Iowa.
     10
<PAGE>
          Certain of the subsidiary banks of these multi-bank holding
companies may compete with certain of the Parent Company's affiliated banks
and any other affiliated financial institutions which may be acquired by the
Parent Company.  These multi-bank holding companies, other smaller bank
holding companies, chain banking systems and others may compete with the
Parent Company for the acquisition of additional banks.

          The Company has also expanded into the related investment brokerage
business in the last several years, placing brokers in many Brenton bank
locations.  The Brenton brokers compete with brokers from regional and
national investment brokerage firms.
     11
<PAGE>
Item 1(J) Business - Statistical Disclosure

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

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

           The following summarizes the average consolidated statement of
condition by major type of account, the interest earned and interest paid and
the average yields and average rates paid for each of the three years ending
December 31, 1995:

<TABLE>
<CAPTION>

                                               1995                           1994                           1993
                                  ______________________________ ______________________________ ______________________________

                                             Interest   Average             Interest   Average             Interest   Average
                                   Average   Income or Yields or  Average   Income or Yields or  Average   Income or Yields or
                                   Balance    Expense    Rates    Balance    Expense    Rates    Balance   Interest    Rates
                                  __________ _________ _________ __________ _________ _________ __________ _________ _________
                                                                      (Dollars in thousands)
<S>                               <C>        <C>       <C>       <C>        <C>       <C>       <C>        <C>       <C>
Assets:
 Interest-earning assets
  Loans (1,2)                     $  945,724 $ 82,136  8.68%     $  936,370 $ 76,271  8.14%     $  802,088 $ 70,310  8.77%
  Investment securities held to
    maturity:
    Taxable investments:
     United States Treasury
      securities                          --       --    --              --       --    --          24,598    1,290  5.24
     Securities of United States
      government agencies             27,381    1,570  5.73           2,001       98  4.92          58,522    3,410  5.83
     Mortgage-backed and related
      securities                      36,214    2,370  6.54          29,834    1,679  5.63         204,130   10,857  5.32
     Other investments                 2,364      130  5.49           3,959       85  2.15          12,743    1,071  8.41
    Tax-exempt investments:
     Obligations of states and
      political subdivisions(2)       50,235    4,044  8.05          44,584    3,433  7.70         164,520   11,471  6.97
  Investment securities available
    for sale:
     United States Treasury
      securities                      42,416    2,271  5.35          55,580    2,519  4.53          44,605    2,315  5.19
     Securities of United States
      government agencies             79,000    4,939  6.25          58,603    3,016  5.15           8,439      486  5.76
<FN>
(1)  The average outstanding balance is net of unearned income and includes nonaccrual loans.
(2)  Interest income and yields are stated on a tax equivalent basis using a 34 percent federal income tax rate for 1995 and
1994 and 35 percent rate for 1993, and are adjusted to reflect the effect of the nondeductible interest expense of owning tax-
exempt investments.  The standard federal income tax rate is used for consistency of presentation.
</TABLE>
     12
<PAGE>
Item 1(J) Business - Statistical Disclosure, Continued

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

                                               1995                           1994                           1993
                                  ______________________________ ______________________________ ______________________________

                                             Interest   Average             Interest   Average             Interest   Average
                                   Average   Income or Yields or  Average   Income or Yields or  Average   Income or Yields or
                                   Balance    Expense    Rates    Balance    Expense    Rates    Balance   Interest    Rates
                                  __________ _________ _________ __________ _________ _________ __________ _________ _________
                                                                      (Dollars in thousands)
<S>                               <C>        <C>       <C>       <C>        <C>       <C>       <C>        <C>       <C>
     Mortgage-backed and related
      securities                     113,834    6,658  5.85         124,591    6,864  5.51              --       --    --
     Other investments                 9,536      710  7.44           7,255      641  8.87             130        8  6.00
     Tax-exempt investments:
      Obligations of states and
       political subdivisions (1)    100,859    6,763  6.71         132,040    8,412  6.37              --       --    --
  Loans held for sale                  5,908      396  6.70           2,575      193  7.50           6,165      520  8.43
  Federal funds sold and
     securities purchased under
     agreements to resell             39,763    2,264  5.69          37,666    1,706  4.53          23,725      486  2.05
  Interest-bearing deposits
     with banks                        1,076       67  6.20             124        8  6.65             762       22  2.88
                                   _________  _______  ____       _________  _______  ____       _________  _______  ____
 Total interest-earning assets(1)  1,454,310 $114,318  7.86%      1,435,182 $104,925  7.31%      1,350,427 $102,246  7.57%
 Allowance for loan losses           (11,166)                       (10,502)                        (9,615)
 Cash and due from banks              57,138                         46,301                         46,025
 Bank premises and equipment          31,436                         24,545                         23,045
 Other assets                         29,508                         25,663                         26,543
                                   _________                      _________                      _________ 
 Total assets                     $1,561,226                     $1,521,189                     $1,436,425
<FN>
(1)  Interest income and yields are stated on a tax equivalent basis using a 34 percent federal income tax rate for 1995 and
1994 and 35 percent rate for 1993, and are adjusted to reflect the effect of the nondeductible interest expense of owning tax-
exempt investments.  The standard federal income tax rate is used for consistency of presentation.
</TABLE>
     13
<PAGE>
Item 1(J) Business - Statistical Disclosure, Continued

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

<TABLE>
<CAPTION>
                                             1995                           1994                           1993
                                  ______________________________ ______________________________ ______________________________
                                            Interest    Average             Interest   Average             Interest   Average
                                   Average  Income or  Yields or  Average   Income or Yields or  Average   Income or Yields or
                                   Balance   Expense     Rates    Balance    Expense    Rates    Balance    Expense    Rates
                                  _________ __________ _________ __________ _________ _________ __________ _________ _________
                                                                      (Dollars in thousands)
<S>                               <C>        <C>       <C>       <C>        <C>       <C>       <C>        <C>       <C>
Liabilities and stockholders' 
equity:
 Interest-bearing liabilities:
  Interest-bearing deposits:
   Demand                         $  355,819 $11,842   3.33%     $  250,520 $ 5,418   2.16%     $  217,754 $ 4,552   2.09%
   Savings                           231,633   6,638   2.87         294,715   6,878   2.33         299,640   7,697   2.57
   Time                              626,497  34,595   5.52         625,981  29,313   4.68         622,789  29,940   4.81
  Federal funds purchased and
    securities sold under
    agreements to repurchase          40,237   1,641   4.08          61,656   2,082   3.38          42,715   1,027   2.41
   Other short-term borrowings         6,536     371   5.67           4,860     264   5.42              33       1   3.62
   Long-term borrowings               37,264   2,621   7.03          26,500   1,817   6.86          14,077   1,210   8.60
                                   _________  ______   ____       _________  ______   ____       _________   ______  ____
 Total interest-bearing 
  liabilities                      1,297,986 $57,708   4.45%      1,264,232 $45,772   3.62%      1,197,008 $44,427   3.71%

 Noninterest-bearing deposits        128,770                        127,464                        119,322
 Accrued expenses and other
  liabilities                         14,896                         13,254                         12,805
                                   _________                      _________                      _________
 Total liabilities                 1,441,652                      1,404,950                      1,329,135

 Minority interest                     4,391                          4,290                          4,150
 Common stockholders' equity         115,183                        111,949                        103,140
                                   _________                      _________                      _________
 Total liabilities and
  stockholders' equity            $1,561,226                     $1,521,189                     $1,436,425

 Net interest spread (1)                               3.41%                          3.69%                          3.86%
 Net interest income/margin (1)              $56,610   3.89%                $59,153   4.12%                $57,819   4.28%
<FN>
(1)  Interest income and yields are stated on a tax equivalent basis using a 34 percent federal income tax rate for 1995 and 1994
and a 35 percent rate for 1993, and are adjusted to reflect the effect of the nondeductible interest expense of owning tax-exempt
investments.  The standard federal income tax rate is used for consistency of presentation.
</TABLE>
     14
<PAGE>

Item 1(J) Business - Statistical Disclosure, Continued

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

          The following shows the changes in interest earned and interest
paid due to changes in volume and changes in rate for each of the two years
ended December 31, 1995:

<TABLE>
<CAPTION>
                                                       1995 vs. 1994                    1994 vs. 1993
                                                __________________________       __________________________
                                                               Variance                         Variance
                                                                due to                           due to
                                                           _______________                  _______________
                                                Variance   Volume     Rate       Variance   Volume     Rate
                                                ________   ______     ____       ________   ______     ____
                                                       (In thousands)                   (In thousands)
<S>                                            <C>        <C>      <C>          <C>         <C>       <C>
Interest Income:
 Loans (1,2)                                   $  5,865       769    5,096      $  5,961     11,185    (5,224)

 Investment securities held
  to maturity:
   Taxable investments:
    United States Treasury securities                --        --       --        (1,290)    (1,290)       --
    Securities of United States government
     agencies                                     1,472     1,452       20        (3,312)    (2,843)     (469)
    Mortgage-backed and related
     securities                                     691       392      299        (9,178)    (9,775)      597
    Other investments                                45       (45)      90          (986)      (474)     (512)
   Tax-exempt investments:
    Obligations of states and political
     subdivisions (2)                               611       450      161        (8,038)    (9,126)    1,088

 Investment securities available
  for sale:
   Taxable Investments:
    United States Treasury securities              (248)     (658)     410           204        522      (318)
    Securities of United States government
     agencies                                     1,923     1,189      734         2,530      2,587       (57)
    Mortgage-backed and related securities         (206)     (614)     408         6,864      6,864        --
    Other investments                                69       180     (111)          633        628         5
   Tax-exempt Investments:
    Obligations of states and political
     subdivisions (2)                            (1,649)   (2,072)     423         8,412      8,412        --

 Loans held for sale                                203       225      (22)         (327)      (275)      (52)

 Federal funds sold and securities purchased
  under agreements to resell                        558        99      459         1,220        399       821

 Interest-bearing deposits with banks                59        60       (1)          (14)       (28)       14
                                                _______   _______  _______       _______    _______   _______

                                                  9,393     1,427    7,966         2,679      6,786    (4,107)
                                                _______   _______  _______       _______    _______   _______
Interest expense:
 Interest-bearing deposits:
  Demand                                          6,424     2,815    3,609           866        704       162
  Savings                                          (240)   (1,634)   1,394          (820)      (125)     (695)
  Time                                            5,282        24    5,258          (626)       153      (779)

 Federal funds purchased and securities sold
  under agreements to repurchase                   (441)     (818)     377         1,055        552       503

 Other short-term borrowings                        107        95       12             4          6        (2)

 Long-term borrowings                               804       756       48           866      1,082      (216)
                                                _______   _______  _______       _______    _______   _______

                                                 11,936     1,238   10,698         1,345      2,372    (1,027)
                                                _______   _______  _______       _______    _______   _______

Net interest income (expense)                  $ (2,543)      189   (2,732)     $  1,334      4,414    (3,080)
                                                _______   _______  _______       _______    _______   _______

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

(2)  Computed on tax equivalent basis using a 34 percent federal income tax rate for 1995 and 1994 and a 35 percent rate
for 1993, and adjusted to reflect the effect of the nondeductible interest expense of owning tax-exempt investments.
</TABLE>
     15
<PAGE>
Item 1(J) Business - Statistical Disclosure, Continued


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

Interest Rate Sensitivity Analysis

          The following schedule shows the matching of interest sensitive
assets to interest sensitive liabilities by various maturity or repricing
periods as of December 31, 1995.  As the schedule shows, the Company is
liability sensitive within the one-year time frame.  Included in the three
months or less sensitivity category are all interest-bearing demand and
savings accounts.  Although these deposits are contractually subject to
immediate repricing, management believes a large portion of these accounts
are not synchronized with overall market rate movements. 

<TABLE>
<CAPTION>

                                                   3 Months     Over 3     Over 6    Total    Over 1
                                                      or      through 6  through 12  within  through 5   Over
                                                     Less       Months     Months    1 Year    Years    5 Years    Total
                                                     ----       ------     ------    ------    -----    -------    -----
                                                                                 (In thousands)
<S>                                               <C>        <C>        <C>       <C>        <C>        <C>      <C>  
Interest-earning assets:
 Loans (1)                                        $  262,988    29,799     45,930   338,717   410,101   158,736    907,554
  Investment securities:
   Available for sale:
    Taxable investments                               95,496    26,116     52,950   174,562   121,747     2,274    298,583
    Tax-exempt investments                             4,886     9,921      4,154    18,961    40,559    36,155     95,675
   Held to maturity:
    Taxable investments                               19,377    11,751     16,894    48,022    10,601     1,884     60,507
    Tax-exempt investments                             1,755     5,657     13,163    20,575    20,778     8,335     49,688
 Loans held for sale                                   8,707        --         --     8,707        --        --      8,707
 Federal funds sold and securities purchased under
  agreements to resell                                37,600        --         --    37,600        --        --     37,600
 Interest-bearing deposits with banks                    265        --         --       265        --        --        265
                                                   _________ _________  _________ _________  ________   _______  _________
Total interest-earning assets                     $  431,074    83,244    133,091   647,409   603,786   207,384  1,458,579
                                                   _________ _________  _________ _________  ________   _______  _________

Interest-bearing liabilities:
 Interest-bearing deposits:
  Demand and savings deposits (2)                 $  614,797        --         --   614,797        --        --    614,797
  Time deposits                                      114,510    90,152    143,802   348,464   252,214     3,247    603,925
 Federal funds purchased and securities sold under
  agreements to repurchase                            41,107        --         --    41,107        --        --     41,107
  Other short-term borrowings                             --        --      2,500     2,500        --        --      2,500
  Long-term borrowings                                    --        --        917       917    31,443     5,818     38,178
                                                   _________ _________  _________ _________  ________   _______  _________
Total interest-bearing liabilities                $  770,414    90,152    147,219 1,007,785   283,657     9,065  1,300,507
                                                   _________ _________  _________ _________  ________   _______  _________
Interest sensitivity GAP                          $ (339,340)   (6,908)   (14,128) (360,376)  320,129   198,319    158,072
                                                   _________ _________  _________ _________  ________   _______  _________
Interest sensitivity GAP ratio                         .56:1     .92:1      .90:1     .64:1    2.13:1   22.88:1     1.12:1
                                                   _________ _________  _________ _________  ________   _______  _________

Cumulative interest sensitivity GAP               $ (339,340) (346,248)  (360,376) (360,376)  (40,247)  158,072    158,072
                                                   _________ _________  _________ _________  ________   _______  _________
Cumulative interest sensitivity GAP ratio              .56:1     .60:1      .64:1     .64:1     .97:1    1.12:1     1.12:1
                                                   _________ _________  _________ _________  ________   _______  _________
<FN>
(1)  Nonaccrual loans have been excluded from the interest rate sensitivity analysis.

(2)  Interest-bearing demand and savings deposits are included in the 3 months or less sensitivity category.
</TABLE>
     16
<PAGE>

Item 1(J) Business - Statistical Disclosure, Continued

II.  Investment Portfolio

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

                                                   1995      1994      1993
                                                   ____      ____      ____
                                                        (In thousands)

<S>                                               <C>       <C>      <C>
Investment securities available for sale:

 Taxable investments:
  United States Treasury securities               $ 27,775   50,641   63,777
  Securities of United States government agencies   72,822   66,037   59,181
  Mortgage-backed and related securities           191,028  104,121  138,744
  Other investments                                  9,071   10,812    5,925

 Tax-exempt investments:
  Obligations of states and political subdivisions  95,674  117,598  144,583
                                                   _______  _______  _______

                                                   396,370  349,209  412,210
                                                   _______  _______  _______

Investment securities held to maturity:

 Taxable investments:
  Securities of United States government agencies   48,595    9,444       --
  Mortgage-backed and related securities             3,653   35,282   24,882
  Other investments                                  6,145    3,087    5,563

 Tax-exempt investments:
  Obligations of states and political subdivisions  49,689   46,671   35,939
                                                   _______  _______  _______

                                                   108,082   94,484   66,384
                                                   _______  _______  _______

               Total investment securities        $504,452  443,693  478,594
                                                   _______  _______  _______
</TABLE>
     17
<PAGE>


Item 1(J) Business - Statistical Disclosure, Continued


II.  Investment Portfolio

          The following table shows the maturity distribution and weighted
average yields of investment securities at December 31, 1995:

<TABLE>
(caption>
                                          Investments by Maturity and Yields at December 31, 1995
                               ____________________________________________________________________________

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

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

 Taxable investments:
  United States Treasury
   securities                $ 14,632    5.60%   $ 13,143    6.01%   $    --      --%    $    --      --%
  Securities of United States
   government agencies         11,977    6.05      56,562    5.74      4,283    5.42          --      --
  Mortgage-backed and 
   related securities          55,650    6.45     100,308    6.57     17,902    6.98      17,168    6.81
  Other investments             6,780    7.32       2,291    5.80         --      --          --      --
 
 Tax-exempt investments:
  Obligations of states and
   political subdivisions      19,220    6.12      36,446    7.47     14,878    9.48      25,130    8.42
                              _______    ____     _______    ____     ______    ____      ______    ____

                              108,259    6.28     208,750    6.46     37,063    7.80      42,298    7.76
                              _______    ____     _______    ____     ______    ____      ______    ____

Investment securities held to maturity:

 Taxable investments:
  Securities of United States
   government agencies         12,043    6.03      15,623    6.37     20,929    4.89          --      --
  Mortgage-backed and 
   related securities             972    5.43       1,152    4.83        732    5.52         797    5.35
  Other investments             3,249    5.74       2,157    6.44         50    6.90         689    7.06

 Tax-exempt investments:
  Obligations of states and 
   political subdivisions      18,586    6.87      20,372    6.75      4,250    8.55       6,481    8.98
                              _______    ____     _______    ____     ______    ____      ______    ____

                               34,850    6.44      39,304    6.53     25,961    5.51       7,967    8.45
                              _______    ____     _______    ____     ______    ____      ______    ____
Total investment securities  $143,109    6.32%   $248,054    6.47%   $63,024    6.86%    $50,265    7.87%
                              _______    ____     _______    ____     ______    ____      ______    ____
</TABLE>
NOTE:  The weighted average yields are calculated on the basis of the cost
and effective yields for each scheduled maturity group.  The weighted average
yields for tax-exempt obligations have been adjusted to a fully taxable
basis, assuming a 34 percent federal income tax rate for 1995 and 1994, and
a 35 percent rate for 1993, and are adjusted to reflect the effect of the
nondeductible interest expense of owning tax-exempt investments. 

As of December 31, 1995, the Company did not have securities from a single
issuer, other than the United States Government or its agencies, which
exceeded 10 percent of consolidated common stockholders' equity.

Maturities of all investment securities are managed to meet the Company's
normal liquidity needs.  Investment securities available for sale may be sold
prior to maturity to meet liquidity needs, to respond to market changes or to
adjust the Company's asset/liability position.
     18
<PAGE>
Item 1(J) Business - Statistical Disclosure, Continued

III. Loan Portfolio

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

<TABLE>
<CAPTION>
                                                                          December 31
                                                      ____________________________________________________
                                                        1995       1994       1993       1992       1991
                                                        ____       ____       ____       ____       ____
                                                                         (In thousands)
<S>                                                   <C>         <C>        <C>        <C>        <C>
1. Real estate loans:
   a. Commercial construction and land development    $ 38,123     26,549     24,189     25,180     16,155
   b. Secured by 1-4 family residential property       319,430    389,713    349,810    324,124    321,721
   c. Other                                            163,739    143,960    129,574    101,418     96,805
2. Loans to financial institutions (primarily bankers'
   acceptances)                                             --         --         --        393      4,785
3. Loans to farmers                                     68,543     71,853     66,574     62,471     60,898
4. Commercial and industrial loans                     119,368    115,280     90,521     75,062     93,180
5. Loans to individuals for personal expenditures,
   net of unearned income                              199,489    221,627    214,401    163,876    151,529
6. All other loans                                       1,501      1,232        812        930      6,837
                                                       _______    _______    _______    _______    _______

                                                      $910,193    970,214    875,881    753,454    751,910
                                                       _______    _______    _______    _______    _______
</TABLE>
     19
<PAGE>
Item 1(J) Business - Statistical Disclosure, Continued

III. Loan Portfolio, Continued

          The following table shows the maturity distribution of loans as of
December 31, 1995 (excluding real estate loans secured by 1-4 family
residential property and loans to individuals for personal expenditures):
<TABLE>
<CAPTION>

                                                     Loans by Maturity at December 31, 1995
                                                    ________________________________________
                                                              After One
                                                                Year
                                                     Within    through    After Five
                                                    One Year  Five Years     Years    Total
                                                    ________  __________     _____    _____
                                                                  (In thousands)
<S>                                                 <C>        <C>          <C>      <C>
1. Real estate loans:
   a. Commercial construction and land development  $ 30,487     6,316       1,320    38,123
   b. Other                                           46,155    65,866      51,718   163,739
2. Loans to financial institutions                        --        --          --        --
3. Loans to farmers                                   39,235    22,861       6,447    68,543
4. Commercial and industrial loans                    69,402    34,972      14,994   119,368
5. All other loans                                       371       571         559     1,501
                                                     _______   _______      ______   _______

                                                    $185,650   130,586      75,038   391,274
                                                     _______   _______      ______   _______
</TABLE>

          The above loans due after one year which have predetermined and
floating interest rates follow:
 
          Predetermined interest rates       $ 96,299
                                              _______

          Floating interest rates            $109,325
                                              _______
     20
<PAGE>
Item 1(J) Business - Statistical Disclosure, Continued

III. Loan Portfolio, Continued

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

<TABLE>
<CAPTION>
                           1995      1994      1993      1992      1991
                           ____      ____      ____      ____      ____
                                          (In thousands)
<S>                       <C>        <C>       <C>       <C>       <C>
Nonaccrual                $2,639     3,784     1,605     1,884     2,931

Restructured                 178       298       323       448     1,019

Past due 90 days or more   2,802       940     2,085     2,261     1,672
                           _____     _____     _____     _____     _____

   Nonperforming loans    $5,619     5,022     4,013     4,593     5,622
                           _____     _____     _____     _____     _____
</TABLE>

          Interest income recorded during 1995 on nonaccrual and restructured
loans amounted to $136,000.  The amount of interest income which would have
been recorded during 1995 if nonaccrual and restructured loans had been
current, in accordance with the original terms, was $418,000.

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

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

          In addition to the loans scheduled above, management has identified
other loans which, due to a change in economic circumstances or a
deterioration in the financial position of the borrower, present serious
concern as to the ability of the borrower to comply with present repayment
terms.  Additionally, management considers the identification of loans
classified for regulatory or internal purposes as loss, doubtful, substandard
or special mention.  This serious concern may eventually result in certain of
these loans being classified in one of the above scheduled categories.  At
December 31, 1995, these loans amounted to approximately $2 million.

           As of December 31, 1995, management is unaware of any other
material interest-earning assets which have been placed on a nonaccrual
basis, have been restructured, or are 90 days or more past due.  The amount
of other real estate owned, which has been received in lieu of loan
repayment, amounted to $869,000 and $502,000 at December 31, 1995 and 1994,
respectively.
     21
<PAGE>
Item 1(J) Business - Statistical Disclosure, Continued

IV.  Summary of Loan Loss Experience

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

<TABLE>
<CAPTION>
                                                                       Year Ended December 31
                                                           _______________________________________________
                                                            1995      1994      1993      1992      1991
                                                            ____      ____      ____      ____      ____
                                                                           (In thousands)
<S>                                                       <C>        <C>       <C>       <C>       <C>
Total loans at the end of the year                        $910,193   970,214   875,881   753,454   751,910
Average loans outstanding                                  945,724   936,370   802,088   736,646   727,870
                                                           _______   _______   _______   _______   _______
Allowance for loan losses -
  beginning of the year                                   $ 10,913     9,818     9,006     8,548     8,871
                                                           _______   _______   _______   _______   _______
Amount of charge-offs during year:
  Real estate loans                                             41        83       109       276       110
  Loans to financial institutions                               --        --        --        --        -- 
  Loans to farmers                                              36        31        68        45        48
  Commercial and industrial loans                              340       337        54       252       769
  Loans to individuals for personal expenditures             2,960     1,943     1,230     1,304     1,404
  All other loans                                               --        48        70        67         5
                                                           _______   _______   _______   _______   _______

    Total charge-offs                                        3,377     2,442     1,531     1,944     2,336
                                                           _______   _______   _______   _______   _______


Amount of recoveries during year:
  Real estate loans                                             66       101       101        32        60
  Loans to financial institutions                               --        --        --        --        -- 
  Loans to farmers                                              50       146        81       179       135
  Commercial and industrial loans                              400       334       248       125       303
  Loans to individuals for personal expenditures             1,153       947       641       635       716
  All other loans                                               --        21        20        20        --
                                                           _______   _______   _______   _______   _______
    Total recoveries                                         1,669     1,549     1,091       991     1,214
                                                           _______   _______   _______   _______   _______
Net loans charged off during year                            1,708       893       440       953     1,122
                                                           _______   _______   _______   _______   _______
Additions to allowance charged to operating expense          1,865     1,988     1,252     1,411       799
                                                           _______   _______   _______   _______   _______
Allowance for loan losses - end of the year               $ 11,070    10,913     9,818     9,006     8,548
                                                           _______   _______   _______   _______   _______
Ratio of allowance to loans outstanding at end of year        1.22%     1.12      1.12      1.20      1.14
                                                              ____      ____      ____      ____      ____
Ratio of net charge-offs to average loans outstanding          .18%      .10       .05       .13       .15
                                                               ___       ___       ___       ___       ___
</TABLE>

NOTE:  The provision for loan losses charged to operating expenses is based
on management's evaluation of the loan portfolio, past loan loss experience
and other factors that deserve current recognition in estimating 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.
     22
<PAGE>
Item 1(J) Business - Statistical Disclosure, Continued

IV.  Summary of Loan Loss Experience, Continued

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

<TABLE>
<CAPTION>
                                                                   Year Ended December 31
                                 __________________________________________________________________________________________
                                        1995              1994              1993              1992             1991
                                 _________________ _________________ _________________ _________________ __________________
                                 Allowance Percent Allowance Percent Allowance Percent Allowance Percent Allowance Percent
                                    for    of Loans   for    of Loans   for    of Loans   for    of Loans   for    of Loans
                                    Loan   to Total   Loan   to Total   Loan   to Total   Loan   to Total   Loan   to Total
                                   Losses    Loans   Losses    Loans   Losses    Loans   Losses    Loans   Losses    Loans
                                   ______    _____   ______    _____   ______    _____   ______    _____     _____   _____
                                                 (Dollars in thousands)
<S>                                <C>       <C>     <C>      <C>      <C>      <C>      <C>     <C>       <C>      <C>
Real estate loans                  $ 2,400    57.3%  $ 2,600   57.7%   $2,400    57.5%   $2,200   59.8%    $2,002    57.8%
Loans to financial institutions         --      --        --     --        --      --        --     .1         --      .6 
Loans to farmers                     1,300     7.5     1,400    7.4     1,600     7.6     1,200    8.3      1,500     8.1 
Commercial and industrial loans      2,900    13.1     2,800   11.9     2,700    10.3     2,700   10.0      2,600    12.4 
Loans to individuals for personal
  expenditures                       4,470    21.9     4,113   22.8     3,118    24.5     2,906   21.3      2,446    20.2 
All other loans                         --      .2        --     .2        --      .1        --     .5         --      .9 
                                    ______   _____    ______  _____     _____   _____     _____  _____      _____   _____
                                   $11,070   100.0%  $10,913  100.0%   $9,818   100.0%   $9,006  100.0%    $8,548   100.0%
                                    ______   _____    ______  _____     _____   _____     _____  _____      _____   _____
</TABLE>
     23
<PAGE>
Item 1(J) Business - Statistical Disclosure, Continued

V.   Deposits

          A classification of the Company's average deposits and average
rates paid for the years indicated follows:
<TABLE>
<CAPTION>
                                            Year Ended December 31
                                    __________________________________________

                                    1995             1994             1993
                                ____________     ____________     ____________
                                Amount  Rate     Amount  Rate     Amount  Rate
                                ______  ____     ______  ____     ______  ____
                                             (Dollars in thousands)
<S>                          <C>        <C>   <C>        <C>   <C>        <C>
Noninterest-bearing deposits $  128,770   --% $  127,464   --% $  119,322   --%
Interest-bearing deposits:
   Demand                       355,819 3.33     250,520 2.16     217,754 2.09 
   Savings                      231,633 2.87     294,715 2.33     299,640 2.57 
   Time                         626,497 5.52     625,981 4.68     622,789 4.81 
                              _________ ____   _________ ____   _________ ____

                             $1,342,719       $1,298,680       $1,259,505      
                              _________        _________        _________
</TABLE>

          The following sets forth the maturity distribution of all time
deposits of $100,000 or more as of December 31, 1995:

                                               Large Time Deposits
                                                  by Maturity at
          Maturity Remaining                    December 31, 1995
          __________________                   ___________________
                                                  (In thousands)

          Less than 3 months                          $14,411
          Over 3 through 6 months                      21,395
          Over 6 through 12 months                     13,653
          Over 12 months                               14,555
                                                       ______

                                                      $64,014
                                                       ______


VI.  Return on Equity and Assets

          Various operating and equity ratios for the years indicated are
presented below:
<TABLE>
<CAPTION>
                                                     Year Ended  December 31,
                                                     ________________________
                                                      1995     1994     1993
                                                      ____     ____     ____
<S>                                                  <C>      <C>      <C>
Return on average total assets:
  Net income before deduction of minority interest     .71%     .70%    1.04%

Return on average equity                              9.04     9.03    13.82

Common dividend payout ratio                         33.58    34.65    22.22

Average equity to average assets                      7.38     7.36     7.18

Equity to assets ratio                                7.55     6.98     7.59

Tier 1 leverage capital ratio                         7.45     7.23     7.36

Primary capital ratio                                 8.40     8.18     8.31
                                                      ____     ____     ____
</TABLE>
     24
<PAGE>
Item 1(J) Business - Statistical Disclosure, Continued

VII. Short-Term Borrowings

          Information relative to federal funds purchased and securities sold
under agreements to repurchase follows:
<TABLE>
<CAPTION>
                                               1995        1994        1993
                                               ____        ____        ____
                                                  (Dollars in thousands)
<S>                                          <C>          <C>          <C>
Amount outstanding at December 31            $41,107      70,704       37,664
Weighted average interest rate at
  December 31                                   4.14%       4.73         2.31
Maximum amount outstanding at any
  quarter-end                                $41,107      70,704       66,740
Average amount outstanding during
  the year                                   $40,237      61,656       42,715
Weighted average interest rate during
  the year                                      4.08%       3.38         2.41
                                                ____        ____         ____
</TABLE>

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

<TABLE>
<CAPTION>
                                               1995       1994        1993
                                               ____       ____        ____
                                                  (Dollars in thousands)
<S>                                           <C>         <C>          <C>
Amount outstanding at December 31             $2,500      12,000         --
Weighted average interest rate at
  December 31                                   4.68%       5.40         --
Maximum amount outstanding at any
  quarter-end                                 $7,000      12,000         --
Average amount outstanding during
  the year                                    $6,536       4,860         33
Weighted average interest rate during
  the year                                      5.67%       5.42       3.63
                                                ____        ____       ____
</TABLE>
     25
<PAGE>

<PAGE>
Item 2.   Properties.

          At December 31, 1995, the affiliated banks had 45 banking locations
with approximately 301,000 square feet, all located in Iowa.  Of these
banking locations, 32 were owned by the Company - approximately 236,000
square feet; 3 were owned buildings on leased land - approximately 30,000
square feet and 10 were operated under lease contracts with unaffiliated
parties - approximately 35,000 square feet.  

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

Item 3.   Legal Proceedings.

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

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

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


PART II


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

          The information appearing on pages 30 and 36 of the Corporation's
Annual Report, filed as Exhibit 13 hereto, is incorporated herein by
reference.

          There were approximately 1,575 holders of record of the Parent
Company's $5 common stock as of March 13, 1996.  The closing bid price of the
Parent Company's common stock was $22.875 on March 13, 1996.

          The Parent Company increased dividends to common shareholders in
1995 to $.45 per share, a 2.3 percent increase over $.44 for 1994.  Dividend
declarations are evaluated and determined by the Board of Directors on a
quarterly basis.  In January 1996, the Board of Directors declared a dividend
of $.12 per common share.  There are currently no restrictions on the Parent
Company's present or future ability to pay dividends.

Item 6.   Selected Financial Data.

          The information appearing on page 19 of the Company's Annual
Report, filed as Exhibit 13 hereto, is incorporated herein by reference.

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

          The information appearing on pages 12 through 17 of the Company's
Annual Report, filed as Exhibit 13 hereto, is incorporated herein by
reference.
     26
<PAGE>
Item 8.   Financial Statements and Supplementary Data.

          The information appearing on pages 20 through 35 of the Company's
Annual Report, filed as Exhibit 13 hereto, is incorporated herein by
reference.

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

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


PART III

Item 10.  Directors and Executive Officers of the Registrant.

          The definitive proxy statement of Brenton Banks, Inc., which will
be filed not later than 120 days following the close of the Company's fiscal
year ending December 31, 1995, is incorporated herein by reference.  See also
Item 1(E) of this Form 10-K captioned "Executive Officers of the Registrant."

Item 11.  Executive Compensation.

          The definitive proxy statement of Brenton Banks, Inc., which will
be filed not later than 120 days following the close of the Company's fiscal
year ended December 31, 1995, is incorporated herein by reference.

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

          The definitive proxy statement of Brenton Banks, Inc., which will
be filed not later than 120 days following the close of the Company's fiscal
year ending December 31, 1995, is incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions.

          The definitive proxy statement of Brenton Banks, Inc., which will
be filed not later than 120 days following the close of the Company's fiscal
year ending December 31, 1995, is incorporated herein by reference.


PART IV


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

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

          (a)     1.  Financial Statements: See the financial statements on
                      pages 20 through 35 of the Company's Annual Report,
                      filed as Exhibit 13 hereto, which are incorporated by
                      reference herein.

                  2.  Financial Statement Schedules: See Exhibits 11 and 12,
                      for computation of earnings per share and ratios.
     27
<PAGE>
                  3.  Exhibits (not covered by independent auditors' report).

                      Exhibit 3

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

                      Exhibit 10.1


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

                      Exhibit 10.2

                      Summary of the Executive Bonus Plan under which some of
                      the executive officers of the Parent Company are
                      eligible to receive a bonus each year.

                      Exhibit 10.3

                      Summary of the Trust Division Bonus Plan under which
                      one of the policymakers of the Parent Company is
                      eligible to receive a bonus each year.

                      Exhibit 10.4

                      Summary of the Brokerage Bonus Plan under which one of
                      the policymakers of the Parent Company is eligible to
                      receive a bonus each year.

                      Exhibit 10.5

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

                      Exhibit 10.6

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

                      Exhibit 10.7

                      Non-Qualified Stock Option Plan, Administrative Rules
                      and Agreement under which officers of the Company are
                      eligible to receive options to purchase an aggregate of
                      300,000 shares of the Company's $5 par value common
                      stock.  This Non-Qualified Stock Option Plan,
                      Administrative Rules and Agreement is incorporated by
                      reference from Form 10-K of Brenton Banks, Inc., for
                      the year ended December 31, 1992.

     28
<PAGE>
                      Exhibit 10.8

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

                      Exhibit 10.9

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

                      Exhibit 10.10

                      Long-Term Stock Compensation Plan, Agreements and
                      related documents, effective for 1992, under which
                      certain of the Company's senior officers and bank
                      presidents are eligible to receive shares of Brenton
                      Banks, Inc. stock based upon their service to the
                      Company and Company performance.  This Long-Term Stock
                      Compensation Plan, Agreements and related documents,
                      effective for 1992, are incorporated by reference from
                      Form 10-K of Brenton Banks, Inc., for the year ended
                      December 31, 1992.

                      Exhibit 10.11

                      Long-Term Stock Compensation Plan, Agreements and
                      related documents, effective for 1995, under which
                      certain of the Company's senior officers and bank
                      presidents are eligible to receive shares of Brenton
                      Banks, Inc. stock based upon their service to the
                      Company and Company performance.

                      Exhibit 10.12

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

                      Exhibit 10.13

                      Short-term note with American National Bank & Trust
                      Company of Chicago as of  April 30, 1995, setting forth
                      the terms of the Parent Company's $2,000,000 short-term
                      debt agreement.

                      Exhibit 10.14

                      Data Processing Agreement dated December 1, 1991 by and
                      between Systematics, Inc. and Brenton Information
                      Systems, Inc.  This Data Processing Agreement is
                      incorporated by reference from Form 10-K of Brenton
                      Banks, Inc., for the year ended December 31, 1991.

     29
<PAGE>
                      Exhibit 10.15

                      Item Processing Agreement dated December 1, 1991
                      between Brenton Bank Services Corporation and the
                      Federal Home Loan Bank of Des Moines.  This Item
                      Processing Agreement is incorporated by reference
                      from Form 10-K of Brenton Banks, Inc., for the year
                      ended December 31, 1992.

                      Exhibit 10.16

                      Restated Trust Agreement for Brenton Banks, Inc.
                      Retirement Plan, effective January 1, 1986.  This
                      Restated Trust Agreement is incorporated by reference
                      from Form 10-K of Brenton Banks, Inc., for the year
                      ended December 31, 1991.

                      Exhibit 10.17

                      Amendments to the Restated Trust Agreement for Brenton
                      Banks, Inc. Retirement Plan, effective January 1, 1987,
                      January 1, 1993 and January 1, 1994.  These Amendments
                      to the Restated Trust Agreement are incorporated by
                      reference from Form 10-K of Brenton Banks, Inc., for
                      the year ended December 31, 1994.

                      Exhibit 10.18

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

                      Exhibit 10.19

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

                      Exhibit 10.20

                      Indenture Agreement with respect to Capital Notes dated
                      August 5, 1991.  This Indenture Agreement is
                      incorporated by reference from Form 10-K of Brenton
                      Banks, Inc. for the year ended December 31, 1991.

                      Exhibit 10.21

                      Indenture Agreement with respect to Capital Notes dated
                      March 27, 1991.  This Indenture Agreement is
                      incorporated by reference from Form 10-K of Brenton
                      Banks, Inc. for the year ended December 31, 1991.

                      Exhibit 10.22

                      Indenture Agreement with respect to Capital Notes dated
                      April 5, 1985.  This Indenture Agreement is
                      incorporated by reference from Form 10-K of Brenton
                      Banks, Inc. for the year ended December 31, 1991.

     30
<PAGE>
                      Exhibit 10.23

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

                      Exhibit 10.24

                      Indenture Agreement with respect to Capital Notes
                      dated April 10, 1995.

                      Exhibit 10.25

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

                      Exhibit 10.26

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

                      Exhibit 10.27

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

                      Exhibit 10.28

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

                      Exhibit 10.29

                      Agreement between Norman D. Schuneman and the Company
                      regarding the change in control arrangements, dated
                      December 31, 1994.  
     31
<PAGE>
                      Exhibit 10.30

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

                      Exhibit 10.31

                      Thirteenth Amendment to Data Processing Agreement dated
                      December 1, 1995 by and between ALLTEL Financial
                      Information Services, Inc. (formerly Systematics
                      Financial Services, Inc.) and Brenton Bank (formerly
                      Brenton Banks Services Corp.).

                      Exhibit 11

                      Statement of computation of earnings per share.

                      Exhibit 12

                      Statement of computation of ratios. 

                      Exhibit 13

                      The Annual Report to Shareholders of Brenton Banks,
                      Inc., for the 1995 calendar year.

                      Exhibit 21

                      Subsidiaries.  

                      Exhibit 23

                      Consent of KPMG Peat Marwick LLP to the incorporation
                      of their report dated February 9, 1996, relating to
                      certain consolidated statements of condition of Brenton
                      Banks, Inc. into the Registration Statement on Form S-8
                      of Brenton Banks, Inc.

                      Exhibit 27

                      Financial Data Schedule (filed only with Electronic
                      Transmission).

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

          (b)     Reports on Form 8-K:  No reports on Form 8-K were required
to be filed during the last quarter of 1995.
     32
<PAGE>
SIGNATURES



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



BRENTON BANKS, INC.




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

Date:  March 14, 1996




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





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

Date:  March 14, 1996
     33
<PAGE>
By  /s/ Robert L. DeMeulenaere 
President and Director
ROBERT L. DEMEULENAERE
Principal Executive Officer

Date:  March 14, 1996



By  /s/ Steven T. Schuler 
Chief Financial Officer/Treasurer/Secretary
STEVEN T. SCHULER
Chief Financial Officer

Date:  March 14, 1996




BOARD OF DIRECTORS


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

Date:  March 14, 1996


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

Date:  March 14, 1996


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

Date:  March 14, 1996


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

Date:  March 14, 1996


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

Date:  March 14, 1996
     34
<PAGE>
EXHIBIT INDEX

Exhibits                                                               Page 


          Exhibit 3

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

          Exhibit 10.1

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

          Exhibit 10.2

          Summary of the Executive Bonus Plan under which some
          of the executive officers of the Parent Company are
          eligible to receive a bonus each year.  . . . . . . . . . .   43

          Exhibit 10.3

          Summary of the Trust Division Bonus Plan under which
          one of the policymakers of the Parent Company is eligible
          to receive a bonus each year.   . . . . . . . . . . . . . .   45

          Exhibit 10.4

          Summary of the Brokerage Bonus Plan under which one
          of the policymakers of the Parent Company is eligible to
          receive a bonus each year.  . . . . . . . . . . . . . . . .   47

          Exhibit 10.5

          Director's Incentive Plan.  This Director's Incentive 
          Plan is incorporated by reference from Form 10-Q of
          Brenton Banks, Inc., for the quarter ended September 30,
          1995.  . . . . . . . . . . . . . . . . . . . . . . . . . .    49

          Exhibit 10.6

          Employment Agreement, dated July 6, 1989, between
          William H. Brenton and Brenton Banks, Inc.  This
          Employment Agreement is incorporated by reference
          from Form 10-K of Brenton Banks, Inc., for the year
          ended December 31, 1994.  . . . . . . . . . . . . . . . . .   50

          Exhibit 10.7

          Non-Qualified Stock Option Plan, Administrative
          Rules and Agreement under which officers of the
          Company are eligible to receive options to purchase
          an aggregate of 300,000 shares of the Company's $5
          par value common stock.  This Non-Qualified Stock
          Option Plan, Administrative Rules and Agreement is
          incorporated by reference from Form 10-K of Brenton
          Banks, Inc., for the year ended December 31, 1992.  . . . .   51
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<PAGE>
          Exhibit 10.8

          Long-Term Stock Compensation Plan, Agreements and
          related documents, effective for 1994, under which
          certain of the Company's senior officers and bank
          presidents are eligible to receive shares of Brenton
          Banks, Inc. stock based upon their service to the
          Company and Company performance.  This Long-Term
          Stock Compensation Plan, Agreements and related
          documents are incorporated by reference from Form
          10-K of Brenton Banks, Inc., for the year ended
          December 31, 1994.  . . . . . . . . . . . . . . . . . . . .   52

          Exhibit 10.9

          Long-Term Stock Compensation Plan, Agreements and
          related documents, effective for 1993, under which
          certain of the Company's senior officers and bank
          presidents are eligible to receive shares of Brenton
          Banks, Inc. stock based upon their service to the
          Company and Company performance.  This Long-Term
          Stock Compensation Plan, Agreements and related
          documents are incorporated by reference from Form
          10-K of Brenton Banks, Inc., for the year ended
          December 31, 1993.  . . . . . . . . . . . . . . . . . . . .   53

          Exhibit 10.10

          Long-Term Stock Compensation Plan, Agreements and
          related documents, effective for 1992, under which
          certain of the Company's senior officers and bank
          presidents are eligible to receive shares of Brenton
          Banks, Inc. stock based upon their service to the
          Company and Company performance.  This Long-Term
          Stock Compensation Plan, Agreements and related
          documents, effective for 1992, are incorporated by
          reference from Form 10-K of Brenton Banks, Inc.,
          for the year ended December 31, 1992. . . . . . . . . . . .   54

          Exhibit 10.11

          Long-Term Stock Compensation Plan, Agreements and
          related documents, effective for 1995, under which
          certain of the Company's senior officers and bank
          presidents are eligible to receive shares of Brenton
          Banks, Inc. stock based upon their service to the
          Company and Company performance.  . . . . . . . . . . . . .   55

          Exhibit 10.12

          Standard Agreement for Advances, Pledge and Security
          Agreement between Brenton Banks and the Federal Home
          Loan Bank of Des Moines.  This standard Agreement
          for Advances, Pledge and Security Agreement is
          incorporated by reference from Form 10-K of Brenton
          Banks, Inc., for the year ended December 31, 1993.  . . . .   69

          Exhibit 10.13

          Short-term note with American National Bank & Trust
          Company of Chicago as of April 30, 1995, setting
          forth the terms of the Parent Company's $2,000,000
          short-term debt agreement.  . . . . . . . . . . . . . . . .   70
     36
<PAGE>
          Exhibit 10.14

          Data Processing Agreement dated December 1, 1991
          by and between Systematics, Inc. and Brenton 
          Information Systems, Inc.  This Data Processing
          Agreement is incorporated by reference from Form
          10-K of Brenton Banks, Inc., for the year ended
          December 31, 1991.  . . . . . . . . . . . . . . . . . . . .   74

          Exhibit 10.15

          Item Processing Agreement dated December 1, 1991
          between Brenton Bank Services Corporation and the Federal
          Home Loan Bank of Des Moines.  This Item Processing
          Agreement is incorporated by reference from Form 10-K
          of Brenton Banks, Inc., for the year ended
          December 31, 1992.  . . . . . . . . . . . . . . . . . . . .   75

          Exhibit 10.16

          Restated Trust Agreement for Brenton Banks, Inc.
          Retirement Plan, effective January 1, 1986.  This
          Restated Trust Agreement is incorporated by 
          reference from Form 10-K of Brenton Banks, Inc.,
          for the year ended December 31, 1991.   . . . . . . . . . .   76

          Exhibit 10.17

          Amendments to the Restated Trust Agreement for
          Brenton Banks, Inc. Retirement Plan, effective
          January 1, 1987, January 1, 1993 and January 1, 1994.
          These Amendments to the Restated Trust Agreement 
          are incorporated by reference from Form 10-K of
          Brenton Banks, Inc., for the year ended December 31,
          1994.  . . . . . . . . . . . . . . . . . . . . . . . . . . .  77

          Exhibit 10.18

          Indenture Agreement with respect to Capital Notes
          dated April 12, 1993.  This Indenture Agreement is
          incorporated by reference from Form 10-K of Brenton
          Banks, Inc., for the year ended December 31, 1993.  . . . .   78

          Exhibit 10.19

          Indenture Agreement with respect to Capital Notes
          dated April 14, 1992.  This Indenture Agreement is
          incorporated by reference from Form 10-K of Brenton
          Banks, Inc., for the year ended December 31, 1992.  . . . .   79

          Exhibit 10.20

          Indenture Agreement with respect to Capital Notes
          dated August 5, 1991.  This Indenture Agreement is
          incorporated by reference from Form 10-K of Brenton
          Banks, Inc., for the year ended December 31, 1991.  . . . .   80

          Exhibit 10.21

          Indenture Agreement with respect to Capital Notes
          dated March 27, 1991.  This Indenture Agreement is
          incorporated by reference from Form 10-K of Brenton
          Banks, Inc., for the year ended December 31, 1991.  . . . .   81
     37
<PAGE>
          Exhibit 10.22

          Indenture Agreement with respect to Capital Notes
          dated April 5, 1985.  This Indenture Agreement is
          incorporated by reference from Form 10-K of Brenton
          Banks, Inc., for the year ended December 31, 1991.  . . . .   82

          Exhibit 10.23

          Indenture Agreement with respect to Capital Notes
          dated April 8, 1994.  This Indenture Agreement is 
          incorporated by reference from Form 10-K of Brenton
          Banks, Inc., for the year ended December 31, 1994.  . . . .   83

          Exhibit 10.24

          Indenture Agreement with respect to Capital Notes
          dated April 10, 1995.   . . . . . . . . . . . . . . . . . .   84

          Exhibit 10.25

          Split Dollar Insurance Agreement between the Company,
          William H. Brenton Crummy Trust and William H.
          Brenton Crummy Trust II, dated November 23, 1994.  
          This Split Dollar Insurance Agreement is incorporated by 
          reference from Form 10-K of Brenton Banks, Inc.,
          for the year ended December 31, 1994. . . . . . . . . . . .   86

          Exhibit 10.26

          Split Dollar Insurance Agreement between the Company
          and Brenton Life Insurance Trust for the benefit of 
          C. Robert Brenton, dated August 12, 1994.  This Split
          Dollar Insurance Agreement is incorporated by reference
          from Form 10-K of Brenton Banks, Inc., for the year ended
          December 31, 1994.  . . . . . . . . . . . . . . . . . . . .   87

          Exhibit 10.27

          Agreement between Robert L. DeMeulenaere and the
          Company regarding the change in control arrangements,
          dated December 31, 1994.  This Agreement is incorporated
          by reference from Form 10-K of Brenton Banks, Inc., for
          the year ended December 31, 1994. . . . . . . . . . . . . .   88

          Exhibit 10.28

          Agreement between Larry A. Mindrup and the Company
          regarding the change in control arrangements, dated
          December 31, 1994.  This Agreement is incorporated by
          reference from Form 10-K of Brenton Banks, Inc., for 
          the year ended December 31, 1994. . . . . . . . . . . . . .   89

          Exhibit 10.29

          Agreement between Norman D. Schuneman and the Company
          regarding the change in control arrangements, dated
          December 31, 1994.  . . . . . . . . . . . . . . . . . . . .   90
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<PAGE>
          Exhibit 10.30

          Twelfth Amendment to Data Processing Agreement dated
          July 1, 1995 by and between ALLTEL Financial Information
          Services, Inc. (formerly Systematics, Inc. and 
          Systematics Financial Services, Inc.) and Brenton Banks
          Services Corp. (formerly Brenton Information Systems, 
          Inc.).  This Twelfth Amendment to Data Processing Agreement
          is incorporated by reference from Form 10-Q of Brenton
          Banks, Inc., for the quarter ended September 30, 1995.  . .   93

          Exhibit 10.31

          Thirteenth Amendment to Data Processing Agreement dated
          December 1, 1995 by and between ALLTEL Financial
          Information Services, Inc. (formerly Systematics 
          Financial Services, Inc.) and Brenton Bank (formerly 
          Brenton Banks Services Corp.). . . . . . . . . . . . . . .    94

          Exhibit 11

          Statement of computation of earnings per share. . . . . . .  102

          Exhibit 12

          Statement of computation of ratios. . . . . . . . . . . . .  104

          Exhibit 13

          The Annual Report to Shareholders of Brenton Banks,
          Inc., for the 1995 calendar year. . . . . . . . . . . . . .  107

          Exhibit 21

          Subsidiaries. . . . . . . . . . . . . . . . . . . . .  .  .  150

          Exhibit 23

          Consent of KPMG Peat Marwick LLP to the incorporation
          of their report dated February 9, 1996, relating to
          certain consolidated statements of condition of Brenton
          Banks, Inc. into the Registration Statement on Form S-8
          of Brenton Banks, Inc.  . . . . . . . . . . . . . . . . . .  152

          Exhibit 27

          Financial Data Schedule (filed only with Electronic
          Transmission).  . . . . . . . . . . . . . . . . . . . . . .  154
     39