UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, DC  20549

                                   FORM 10-Q

               QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                 For the Quarterly Period Ended March 31, 1997
 
                        Commission File Number: 33-90342

                      CENTRAL ILLINOIS FINANCIAL CO., INC.     
             (Exact name of Registrant as specified in its charter)


        DELAWARE                                         37-1338484        
(State or other jurisdiction                   (I.R.S. Employer Identification 
of incorporation or organization)                          Number)


                100 WEST UNIVERSITY, CHAMPAIGN, ILLINOIS  61820
           (Address of principal executive offices)     (Zip Code)

                                 (217)  351-6500                  
              (Registrant's telephone number, including area code)


Indicate by "X" whether the registrant (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 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 the number of shares outstanding of the registrant's common stock,
as of May 1, 1997:

   Central Illinois Financial Co., Inc. Common Stock                  4,898,497

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<PAGE>

TABLE OF CONTENTS
    PAGE     
PART I.  FINANCIAL INFORMATION                                      

   Item 1.  Financial Statements                                   3

   Item 2.  Management's Discussion of Financial
                Condition and Results of Operations                7

PART II.  OTHER INFORMATION

   Item 1.  Legal Proceedings                                     15

   Item 2.  Changes in Securities                                 15

   Item 3.  Defaults Upon Senior Securities                       15

   Item 4.  Submission of Matters to a Vote of 
                   Security Holders                               15

   Item 5.  Other Information                                     15

   Item 6.  Exhibits and Reports on Form 8-K                      15

SIGNATURES 16
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<PAGE>
PART I.  FINANCIAL INFORMATION                                             
                                                                           
ITEM 1.  FINANCIAL STATEMENTS                                              
                                                                           
CENTRAL ILLINOIS FINANCIAL CO., INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 1997 and December 31, 1996
(Unaudited, in thousands, except per share data)

<TABLE>
                                                       Mar. 31,   Dec. 31, 
                                                         1997       1996   
<S>                                                   <C>         <C>
ASSETS                                                                     
Cash and due from banks                                $18,859     $31,195 
Federal funds sold                                       8,700      28,000 
Investments in debt and equity securities:                                 
  Available-for-sale, at estimated 
  market value                                         141,152     129,927 
  Held-to-maturity, estimated market 
      value of $23,845 at March 31, 1997 
      and $21,945 at December 31, 1996                  23,922      21,870 
  Non-marketable equity securities                       1,695       1,695 
Mortgage loans held-for-sale                               820       1,277 
Loans, net of allowance for loan 
      losses of $5,666 and $5,587 at 
      March 31, 1997 and December 31, 1996                                 
      respectively                                     293,490     280,281      
Premises and equipment                                  10,497      10,717 
Accrued interest receivable                              4,727       4,517 
Other assets                                             5,991       5,961 
         Total assets                                 $509,853    $515,440 
                                                                           
LIABILITIES AND STOCKHOLDERS' EQUITY                                       
Liabilities:                                                               
   Deposits:                                                               
     Demand - noninterest bearing                      $51,927     $64,837 
     Demand - interest bearing                         136,543     127,414 
     Savings                                            18,383      17,787 
     Time deposits $100 and over                        33,516      35,550 
     Other time                                        155,511     158,542 
       Total deposits                                  395,880     404,130 
   Federal funds purchased and 
       securities sold under repurchase 
       agreements                                       45,977      43,941 
   Federal Home Loan Bank advances                       9,000       9,000 
   Accrued interest payable                              1,525       1,576 
   Other liabilities                                     5,042       4,697 
         Total liabilities                             457,424     463,344 
                                                                           
Stockholders' equity:                                                      
   Common stock, $0.01 par value; 
     6,500,000 shares authorized:                                          
     4,958,891 shares issued                                50          50 
   Paid in capital                                      19,134      19,123 
   Retained earnings                                    34,893      33,681 
   Unrealized loss on securities 
      available-for-sale                                  (783)       (109)
                                                        53,294      52,745 
   Less: treasury stock, at cost, 
     60,394 and 46,400 shares at 
     March 31, 1997 and December 31, 1996, 
     respectively                                         (865)       (649)
                                                                           
         Total stockholders' equity                     52,429      52,096 
                                                                           
         Total liabilities and 
             stockholders' equity                     $509,853    $515,440 
                                                                           
See accompanying notes to condensed consolidated financial statements.
</TABLE>
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<PAGE>

CENTRAL ILLINOIS FINANCIAL CO., INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the Three Months Ended March 31, 1997 and 1996
(Unaudited, in thousands, except per share data)
                                                                                
<TABLE>
<S>                                                  <C>         <C>
Interest income:                                          1997       1996 
   Interest and fees on loans                            $6,350     $6,816 
   Interest and dividends on investments in debt 
      and equity securities:                                               
      Taxable                                            2,464       1,304 
      Tax-exempt                                            75          97 
   Interest on federal funds sold and interest-bearing 
      deposits                                             217         774 
         Total interest income                           9,106       8,991 
                                                                           
Interest expense:                                                          
   Deposits                                              3,986       3,927 
   Federal funds purchased and securities sold under 
      repurchase agreements                                536         544 
   Federal Home Loan Bank advances                         147         149 
         Total interest expense                          4,669       4,620 
         Net interest income                             4,437       4,371 
Provision for loan losses                                   75         150 
         Net interest income after provision for 
             loan losses                                 4,362       4,221 
                                                                           
Noninterest income:                                                        
   Trust fees                                              496         545 
   Service charges on deposit accounts                     165         187 
   Gains on sale of debt securities                          3           0 
   Gain (Loss) on sales of mortgage loans 
       held-for-sale, net                                   44          (7)
   Other                                                   382         368 
         Total noninterest income                        1,090       1,093 
                                                                           
Noninterest expense:                                                       
   Salaries and employee benefits                        2,005       2,036 
   Net occupancy                                           373         374 
   Equipment                                               222         259 
   Data processing                                         183         192 
   Federal deposit insurance premiums                       11           1 
   Other                                                   849         972 
         Total noninterest expense                       3,643       3,834 
                                                                           
         Income before income taxes                      1,809       1,480 
Income taxes                                               597         477 
         Net income                                     $1,212      $1,003 
                                                                           
Per share data:                                                            
      Net income                                         $0.24       $0.20 
                                                                           
      Weighted average shares of common stock and 
         equivalents outstanding                     4,997,448   5,019,526 
                                                                           
See accompanying notes to condensed consolidated financial statements.
</TABLE>
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<PAGE>

CENTRAL ILLINOIS FINANCIAL CO., INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ending March 31, 1997 and 1996
(Unaudited, in thousands)

<TABLE>
                                                           1997        1996
<S>                                                    <C>         <C>
Cash flows from operating activities:                                      
   Net income                                           $1,212      $1,003 
   Adjustments to reconcile net income to net 
      cash provided by operating activities                                
      Depreciation and amortization                        283         284 
      Amortization of bond premiums, net                     7          61 
      Provision for loan losses                             75         150 
      (Gain) loss on sales of loans, net                   (44)          7 
      Loss on sale of premises and equipment, net            3           0 
      Change in valuation allowance on premises 
         and equipment                                     131           0 
      (Increase) decrease in accrued interest receivable  (210)        173 
      Decrease in accrued interest payable                 (51)       (282)
      Increase  in other assets                            (42)        (93)
      Increase in other liabilities                        693          80 
      Decrease (increase) in mortgage loans 
         held-for-sale                                     501        (203)
      Stock appreciation rights                             11           0 
              Net cash provided by operating activities  2,569       1,180 
                                                                           
Cash flows from investing activities:                                      
      Net decrease (increase) in loans                 (13,284)     21,303 
      Proceeds from maturity of investments in 
         debt securities:                                                  
           Held-to-maturity                              3,337       6,588 
           Available-for-sale                           10,000      14,321 
      Purchases of investments in debt and equity 
         securities:                                                       
           Held-to-maturity                             (5,477)          0 
           Available-for-sale                          (22,440)    (30,016)
      Principal paydowns from mortgage-backed and                          
         mortgage-related securities:                                      
           Held-to-maturity                                 74         109 
           Available-for-sale                              200         620 
      Purchases of premises and equipment                 (185)       (383)
              Net cash (used in) provided by 
                  investing activities                 (27,775)     12,542 
                                                                           
Cash flows from financing activities:                                      
         Net decrease in demand and savings deposits    (3,185)     (5,734)
         Net decrease in time deposits $100 and over    (2,034)     (7,343)
         Net decrease in other time deposits            (3,031)     (8,225)
         Net increase in federal funds purchased and                        
            securities sold under repurchase agreements  2,036       3,370 
         Dividends paid                                      0        (378)
         Treasury stock transactions, net                 (216)          0 
              Net cash used in financing activities     (6,430)    (18,310)
                                                                           
              Net decrease in cash and cash 
                 equivalents                           (31,636)     (4,588)
Cash and cash equivalents at beginning of period        59,195      80,700 
Cash and cash equivalents at end of period             $27,559     $76,112 
                                                                           
Supplemental disclosures of cash flow information                          
         Cash paid during the year for:                                    
            Interest                                    $4,720      $4,902 
                                                                           
See accompanying notes to condensed consolidated financial statements.
</TABLE>
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<PAGE>
CENTRAL ILLINOIS FINANCIAL CO., INC. AND SUBSIDIARIES
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.  BASIS OF PRESENTATION

   The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with the instructions to Form 10-Q and
therefore do not include all information and footnotes necessary for fair
presentation of financial position, results of operations, and cash flows in
conformity with generally accepted accounting principles.

   In the opinion of management, the condensed consolidated financial
statements of Central Illinois Financial Co., Inc. (the "Company") and
subsidiaries as of March 31, 1997 and for the three-month periods ended March
31, 1997 and 1996 include all adjustments necessary for fair presentation of
the results of those periods.  All such adjustments are of a normal recurring
nature.

   Results of operations for the three-month period ended March 31, 1997
are not necessarily indicative of the results which may be expected for the
year ended December 31, 1997.


NOTE 2.  NEW ACCOUNTING RULES AND REGULATIONS

   In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings
Per Share."  SFAS 128 requires the presentation of both basic earnings per
share and diluted earnings per share.  Basic earnings per share will be
computed by dividing net income by the weighted-average number of common
shares outstanding.  (Diluted earnings per share will be computed in the same
manner used by the Company in computing earnings per share.)  SFAS 128 will
be effective for the Company's 1997 annual report.  If SFAS 128 had been in
effect during the first quarter of 1997, basic earnings per share would have
been $0.24 per share and diluted earnings per share would have been $0.24 per
share.
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<PAGE>ITEM 2.  MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

                              FINANCIAL CONDITION

ASSETS AND LIABILITIES

   Total assets decreased $5,587,000, or 1.1%, from $515,440,000 at
December 31, 1996 to $509,853,000 at March 31, 1997.  Decreases in cash and
due from banks, federal funds sold, and mortgage loans held-for-sale, offset
somewhat by increases in loans, securities available-for-sale, and securities
held-to-maturity, resulted in the decrease in assets.

   Federal funds sold decreased $19,300,000, or 68.9%, at March 31, 1997
compared to December 31, 1996.  This decrease was a result of excess federal
funds sold being used to purchase securities available-for-sale as well as
fund an increase in loans.

   The decrease in cash and due from banks of $12,336,000, or 39.5%, at
March 31, 1997 compared to December 31, 1996 was attributable to a smaller
dollar amount of deposit items in process of collection at March 31, 1997
compared to December 31, 1996.

   Investments in securities available-for-sale increased $11,225,000, or
8.6%, at March 31, 1997 compared to December 31, 1996.  Investments in
securities held-to-maturity increased $2,052,000, or 9.4%, at March 31, 1997
compared to December 31, 1996.  These increases were a result of management's
decision to shift assets into investment securities that yield a higher rate
of return than federal funds sold.

   Loans increased $13,209,000, or 4.7%, from December 31, 1996 to March
31, 1997.  Included in this change was an increase of $14,587,000, or 21.1%,
in commercial real estate and an increase of $1,342,000, or 2.3%, in
residential real estate.  Somewhat offsetting these increases were a
$2,204,000, or 2.0%, decrease in commercial loans and a $437,000, or 0.9%,
decrease in consumer loans.  The increase in loans was due to strong loan
demand, especially in the commercial real estate area.

   Total deposits decreased $8,250,000, or 2.0%, from $404,130,000 at
December 31, 1996 to $395,880,000 at March 31, 1997.  The decrease included a
$12,910,000, or 19.9%, decrease in noninterest bearing demand deposits, a
$2,034,000, or 5.7%, decrease in time deposits $100,000 and over, and a
decrease of $3,031,000, or 1.9%, in other time deposits.  These decreases
were offset by an increase of $9,129,000, or 7.2%, in interest bearing demand
deposits and an increase of  $596,000, or 3.4%, in savings deposits.  The
decrease in deposits was attributable to management's continued emphasis on
appropriate pricing in a competitive market as well as seasonal run-off. 
Total deposits were $397,855,000 at March 31, 1996 compared to $395,880,000
at March 31, 1997.


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<PAGE>
CAPITAL           

        Total stockholders' equity increased $333,000 from December 31,
1996 to March 31, 1997.  The change is summarized as follows:

                                            (IN THOUSANDS)
Stockholders' equity, December 31, 1996       $52,096
Net income                                      1,212
Purchase of treasury stock                      (216)
Stock appreciation rights                          11
Change in unrealized (loss) on securities            
     available-for-sale                         (674)
Stockholders' equity, March 31, 1997          $52,429

   The Company and BankIllinois are subject to various regulatory capital
requirements administered by the federal banking agencies.  Failure to meet
minimum capital requirements can initiate certain mandatory and possibly
additional discretionary actions by regulators that, if undertaken, could
have a direct material effect on the Company's and BankIllinois' financial
statements.  Under capital adequacy guidelines and the regulatory framework
for prompt corrective action, BankIllinois must meet specific capital
guidelines that involve quantitative measures of assets, liabilities, and
certain off-balance-sheet items as calculated under regulatory accounting
practices.  The Company's and BankIllinois' capital amounts and
classification are also subject to qualitative judgments by the regulators
about components, risk weightings, and other factors.

   Quantitative measures established by regulation to ensure capital
adequacy require the Company and BankIllinois to maintain minimum amounts and
ratios (set forth in the table below) of total and Tier I capital (as defined
in the regulations) to risk-weighted assets (as defined), and of Tier I
capital (as defined) to average assets (as defined).  Management believes, as
of March 31, 1997, that the Company and BankIllinois meet all capital
adequacy requirements to which they are subject.

   As of March 31, 1997, the most recent notification from the State of
Illinois Office of Banks and Real Estate categorized BankIllinois as well
capitalized under the regulatory framework for prompt corrective action.  To
be categorized as well capitalized, BankIllinois must maintain minimum total
capital to risk-weighted assets, Tier I capital to risk-weighted assets, and
Tier I capital to average assets ratios as set forth in the table.  There are
no conditions or events since that notification that management believes have
changed BankIllinois' category.

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<PAGE>
   The Company's and BankIllinois' actual capital amounts and ratios are
presented in the following table (in thousands):

<TABLE>
                                                                                           To be well 
                                                                                      capitalized under
                                                                  For capital         prompt corrective
                                                 Actual       adequacy purposes:     action provisions:
                                          Amount     Ratio      Amount     Ratio       Amount     Ratio
<S>                                      <C>         <C>       <C>          <C>       <C>         <C>
As of March 31, 1997:                                                                                  
   Total capital                                                                                       
      (to risk-weighted assets)                                                              
     Consolidated                        $57,270     17.4%     $26,287      8.0%          N/A          
     BankIllinois                        $53,802     16.4%     $26,247      8.0%      $32,808     10.0%
   Tier I capital                                                                                      
      (to risk-weighted assets)                                                              
     Consolidated                        $53,143     16.2%     $13,144      4.0%          N/A          
     BankIllinois                        $49,682     15.1%     $13,123      4.0%      $19,685      6.0%
   Tier I capital                                                                                      
      (to average assets)                                                                              
     Consolidated                        $53,143     10.4%     $20,456      4.0%          N/A          
     BankIllinois                        $49,682      9.8%     $20,372      4.0%      $25,465      5.0%
</TABLE>

     The concept of interest sensitivity attempts to gauge exposure of
BankIllinois' net interest income to adverse changes in market driven
interest rates by measuring the amount of interest-sensitive assets and
interest-sensitive liabilities maturing or subject to repricing within a
specified time period.  Liquidity represents the ability of BankIllinois to
meet the day-to-day demands of deposit customers balanced by its investments
of these deposits.  BankIllinois must also be prepared to fulfill the needs
of credit customers for loans with various types of maturities and other
financing arrangements.  BankIllinois monitors its interest rate sensitivity
and liquidity through the use of static gap reports which measure the
difference between assets and liabilities maturing or repricing within
specified time periods.  

     BankIllinois' asset and liability management policy addresses interest
rate sensitivity and liquidity in terms of operating ranges for BankIllinois'
gap ratios and establishes maximum limits on the size of gaps.  The policy
states that the cumulative ratio of rate-sensitive assets to rate-sensitive
liabilities for the 12-month period should fall within a range of 0.80-1.00
to 1.20-1.00.

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<PAGE>
     The following table presents the Company's interest rate sensitivity at
various intervals at March 31, 1997:

<TABLE>
RATE SENSITIVITY OF EARNING ASSETS AND INTEREST BEARING LIABILITIES
(dollars in thousands)
                                            1-30     31-90    91-180   181-365      Over            
                                            Days      Days      Days      Days    1-year     Total  
<S>                                      <C>         <C>       <C>       <C>      <C>      <C>
Interest earning assets:                                                                                 
    
   Federal funds sold                      $8,700      $--       $--       $--       $--     $8,700 
   Debt and equity securities <F1>          6,097    10,790    16,140    28,244   105,498   166,769 
   Loans <F2>                              79,021    25,391    23,702    38,275   127,921   294,310 
    Total interest earning assets          93,818    36,181    39,842    66,519   233,419   469,779 
Interest bearing liabilities:                                                                            
    
   Savings and interest-bearing                                                                          
    
     demand deposits                     $154,926      $--       $--       $--       $--   $154,926 
   Time deposits                           14,541    22,718    21,630    37,147    92,991   189,027 
   Federal funds purchased and securities                                                                
    
     sold under repurchase agreements      40,228     5,113       166       320       150    45,977 
   Federal Home Loan Bank advances            --        --        --      2,000     7,000     9,000 
    Total interest bearing liabilities    209,695    27,831    21,796    39,467   100,141   398,930 
Net asset (liability) funding gap        (115,877)    8,350    18,046    27,052   133,278    70,849 
Repricing gap                                0.45      1.30      1.83      1.69      2.33      1.18 
Cumulative repricing gap                     0.45      0.55      0.65      0.79      1.18      1.18 
<FN>
<F1>  Debt and equity securities include securities available-for-sale.
<F2>  Loans include mortgage loans held-for-sale.
</FN>
</TABLE>
   At March 31, 1997, the Company was liability-sensitive due to the levels
of savings and interest bearing demand deposits, short-term time deposits,
federal funds purchased and securities sold under repurchase agreements.  As
such, the effect of a decrease in the interest rate for all interest earning
assets and interest bearing liabilities of 100 basis points would increase
annualized net interest income by approximately $1,159,000 in the 1-30 days
category and $1,075,000 in the 1-90 days category assuming no management
intervention.  An increase in interest rates would have the opposite effect
for the same time periods.


LIQUIDITY

   The Company was able to meet liquidity needs during the first three
months of 1997.  A review of the condensed consolidated statements of cash
flows included in the accompanying financial statements shows that the
Company's cash and cash equivalents decreased $31,636,000 from December 31,
1996 to March 31, 1997.  This decrease came from net cash used in financing
and investing activities offset by cash provided by operating activities.
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<PAGE>

   Net cash provided by operating activities reflects net earnings plus or
minus certain noncash and other adjustments to arrive at net cash provided by
operating activities.  In the three-month period ended March 31, 1997, net
cash provided by operating activities was $1,389,000 more than the net cash
provided by operating activities for the same period in 1996.  The primary
reason for the increase in 1997 over 1996 was that mortgage loans
held-for-sale decreased by $501,000 during the first three months of 1997
compared to an increase of $203,000 during the same period during 1996, a
$704,000 decrease.  Other liabilities increased $693,000 during the first
three months of 1997, compared to an increase of $80,000 during the same
period in 1996, a $613,000 change.  In addition, accrued interest payable
decreased $51,000 during the first three months of 1997 compared to a
decrease of $282,000 during the same period in 1996, a $231,000 change.  A
change in the valuation allowance on premises and equipment of $131,000
during the first three months of 1997 also positively affected cash provided
by operating activities.  The allowance is for the anticipated loss on the
closing of the Champaign Money Market branch in May 1997.  Cash provided by
operating activities was also positively affected by an increase in net
income of $209,000 and negatively affected by a decrease in provision for
loan losses to $75,000 during the first three months of 1997 from $150,000
during the same period in 1996.  Cash provided by operating activities was
somewhat offset by an increase in accrued interest receivable of $210,000
during the first three months of 1997 compared to a decrease of $173,000
during the same period in 1996, a change of $383,000.

   Net cash used in investing activities was $27,775,000 for the
three-month period ended March 31, 1997 compared to cash provided of
$12,542,000 for the same period in 1996.  Loans increased $13,284,000 during
the three-month period ended March 31, 1997, compared to a $21,303,000
decrease in loans during the same period in 1996.  Purchases of investments
in debt and equity securities available-for-sale were $22,440,000 compared to
purchases of $30,016,000 during the same period in 1996, a change of
$7,576,000.  Purchases of investments in debt and equity securities
held-to-maturity during the first three months of 1997 used $5,477,000 of
cash to compared to no purchases during the same period in 1996.  These uses
of cash were somewhat offset by proceeds from maturities of investments in
debt securities available-for-sale of $10,000,000 during the first three
months of 1997 compared to $14,321,000 for the same period in 1996, a change
of $4,321,000.  Also offsetting the uses of cash were proceeds from maturity
of investments in held-to-maturity debt securities of $3,337,000 during the
first three months of 1997 compared to $6,588,000 during the same period in
1996, a change of $3,251,000.

   Net cash used in financing activities for the first three months of 1997
was $6,430,000 compared to cash used of $18,310,000 during the same period in
1996.  Included in the decrease in cash used was a decrease in total deposits
of $8,250,000 during the first three months of 1997 compared to a decrease of
$21,302,000 during the same period in 1996, a change of $13,052,000.  The
decrease in deposits in 1997 was somewhat offset by an increase in federal
funds purchased and securities sold under repurchase agreements of $2,036,000
in 1997.  Federal funds purchased and securities sold under repurchase
agreements increased $3,370,000 during the same period in 1996.


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<PAGE>
PROVISION AND ALLOWANCE FOR LOAN LOSSES

   The provision for loan losses is based on management's evaluation of the
loan portfolio in light of national and local economic conditions, changes in
the composition and volume of the loan portfolio, changes in the volume of
past due and nonaccrual loans, and other relevant factors.  The allowance for
loan losses, which is reported as a deduction from loans, is available for
loan charge-offs.  The allowance is increased by the provision charged to
expense and is reduced by loan charge-offs net of loan recoveries.  The
balance of the allowance for loan losses was $5,666,000 at March 31, 1997
compared to $5,587,000 at December 31, 1996.  Although the allowance for loan
loss balance rose by $79,000 from December 31, 1996 to March 31, 1997, the
allowance for loan losses as a percentage of total loans decreased slightly
from 1.95% to 1.89% as total loans increased during the first quarter.  

   The allowance for loan losses as a percentage of nonperforming loans was
109% at March 31, 1997 compared to 212% at December 31, 1996.  This reduction
was due to the addition of loans totaling $2,648,489 secured by an office
building and parking lots located near the Bank's main offices to non-accrual
status during the first quarter.  These loans had been previously identified
by management as potential problem assets and a specific allocation had been
assigned to absorb any anticipated loss.  In April 1997, both the loans on
the office building and parking lots were removed from the non-accrual loan
category.  During April, the Bank exercised an option to acquire the parking
lots and has recorded an increase in premises and equipment of $420,000
during the second quarter.  In addition, approximately $1,834,000,
representing the loan balance on the office building, net of deferred gain
offset somewhat by additional costs was transferred to other real estate. 
The Bank is actively attempting to lease and/or sell the office building.
Management remains confident that problem assets have been effectively
identified and that the allowance for loan losses remains adequate to absorb
possible losses in the portfolio.


                             RESULTS OF OPERATIONS

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997

   Net income for the first three months of 1997 was $1,212,000, a
$209,000, or 20.8%, increase from the first three months of 1996.  Net income
per share increased $0.04, or 20.0%, to $0.24 in the first three months of
1997 from $0.20 in the same period of 1996.

   Net interest income was $66,000, or 1.5% higher for the first three
months of 1997 compared to 1996.  Total interest income was $115,000, or 1.3%
higher in 1997 compared to 1996, and interest expense increased $49,000, or
1.1%.  The increase in interest income was primarily due to an increase in
average earning assets as well as a shift of assets into higher yielding
investments.  The increase in interest expense was primarily due to higher
interest rates on interest bearing liabilities.

   The increase in total interest income included an increase of $980,000,
or 83.7%, on securities available-for-sale and an increase of $186,000, or
191.8%, on taxable securities held
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<PAGE>-to-maturity.  The increase in interest income on securities was
somewhat offset by decreases in interest income on federal funds sold of
$557,000, or 72.0%, which was reflective of moving funds into higher yielding
investment alternatives.  Also offsetting the increase in investment income
was a decrease in total loan interest income of $466,000, or 6.8% due to
continued focus on maintaining a loan portfolio that is both profitable and
high quality.

   The provision for loan losses recorded was $75,000 during the first
three months of 1997.  This was $75,000, or 50.0%, less than the amount
recorded during the first three months of 1996.  Management has expended
considerable time since the merger in 1995 evaluating the credit quality of
the Company's loan portfolio and standardizing its credit analysis procedures
and standards.  The provision during the first three months of 1997 was based
on management's analysis of the Bank's loan portfolio and adequacy of
allowance for loan losses.

   Total other income decreased $3,000, or 0.3%, during the first three
months of 1997 compared to the first three months of 1996.  Included in this
decrease were decreases of $49,000, or 9.0%, in trust fees, and $22,000, or
11.8%, in service charges on deposit accounts.  Somewhat offsetting those
decreases was an increase of $51,000 in gains on sales of mortgage loans
held-for-sale.

   Total other expenses decreased $191,000, or 5.0%, during the first three
months of 1997 compared to the first three months of 1996.  Included in the
decrease were decreases in salaries and employee benefits of $31,000,
equipment of $37,000, and other expenses of $123,000.  The reduction in
salary and employee benefits reflected continued efficiency improvements
which resulted in lowering the Company's number of employees.  Included in
the reduction of equipment expense was lower depreciation costs, the absence
of costs to relocate equipment which was incurred in early 1996, and reduced
maintenance agreement costs.  The decrease in other expenses was the result
of lower expenses for marketing, office supplies, and overall reductions due
to improved efficiency.  Included in first quarter 1997 other expenses was
$131,000 of expense in anticipation of a loss on the closing of the Champaign
Money Market branch on May 10th.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995

   This report contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended.  The Company intends
such forward-looking statements to be covered by the safe harbor provisions
for forward-looking statements contained in the Private Securities Reform Act
of 1995, and is including this statement for purposes of these safe harbor
provisions.  Forward-looking statements, which are based on certain
assumptions and describe future plans, strategies and expectations of the
Company, are generally identifiable by use of the words "believe," "expect,"
"intend," "anticipate," "estimate," "project" or similar expressions.  The
Company's ability to predict results or the actual effect of future plans or
strategies is inherently uncertain.  Factors which could have a material
adverse affect on the operations and future prospects of the Company and its
subsidiaries include, but are not limited to, changes in: interest rates,
general economic conditions, legislative/regulatory changes, monetary and
fiscal policies of the U.S. Government, including policies of the U.S.
Treasury and the Federal Reserve Board, the quality or composition of the
loan or investment portfolios, demand for loan products,
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<PAGE> deposit flows, competition, demand for financial services in the
Company's market area and accounting principles, policies and guidelines. 
These risks and uncertainties should be considered in evaluating forward-
looking statements and undue reliance should not be placed on such
statements.  Further information concerning the Company and its business,
including additional factors that could materially affect the Company's
financial results, is included in the Company's filings with the Securities
and Exchange Commission.


RECENT REGULATORY DEVELOPMENTS

   Various bills have been introduced in the Congress that would allow bank
holding companies to engage in a wider range of non-banking activities,
including greater authority to engage in securities and insurance activities. 
While the scope of permissible non-banking activities and the conditions
under which the new powers could be exercised varies among the bills, the
expanded powers generally would be available to a bank holding company only
if the bank holding company and its bank subsidiaries remain well-capitalized
and well-managed.  The bills also impose various restrictions on transactions
between the depository institution subsidiaries of bank holding companies and
their nonbank affiliates.  These restrictions are intended to protect the
depository institutions from the risks of the new non-banking activities
permitted to such affiliates.

   Additionally, legislation has been introduced in Illinois that would
generally allow banks to engage in insurance activities, subject to various
conditions, including restrictions on the manner in which insurance products
are marketed to bank customers and requirements that banks selling insurance
provide certain disclosures to customers.  The Illinois legislature is also
considering legislation that would prohibit out-of-state banks from acquiring
a bank located in Illinois unless the Illinois-based bank has been in
existence and continuously operated for a period of at least five years.

   At this time, the Company is unable to predict whether any of the
pending bills will be enacted and, therefore, is unable to predict the impact
such legislation may have on the operations of the Company and the Bank.
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<PAGE>PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The are no material pending legal proceedings to which the Company or its
subsidiaries is a party other than ordinary routine litigation incidental to
their respective businesses.


ITEM 2.  CHANGES IN SECURITIES

None


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None


ITEM 5.  OTHER INFORMATION

None


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

a.  Exhibits

27.  Financial Data Schedule

b.  Reports

None
Page 15
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<PAGE>                             SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.



CENTRAL ILLINOIS FINANCIAL CO., INC.



Date:  May 15, 1997



By:     /s/ David B. White
   Executive Vice President 
   and Chief Financial Officer