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 September 30, 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 November 1, 1997:
   Central Illinois Financial Co., Inc. Common Stock                   5,140,898
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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             9

PART II.  OTHER INFORMATION

     Item 1.  Legal Proceedings                                  17

     Item 2.  Changes in Securities                              17

     Item 3.  Defaults Upon Senior Securities                    17

     Item 4.  Submission of Matters to a Vote 
                  of Security Holders                            17

     Item 5.  Other Information                                  17

     Item 6.  Exhibits and Reports on Form 8-K                   17

SIGNATURES                                                       18
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<PAGE>

PART I.  FINANCIAL INFORMATION                                             
                                                                        
ITEM 1.  FINANCIAL STATEMENTS                                              
                                                                        
CENTRAL ILLINOIS FINANCIAL CO., INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 1997 and December 31, 1996
(Unaudited, in thousands, except per share data)
<TABLE>
                                                                        
                                                           Sept.        Dec. 
                                                         30, 1997    31, 1996
<S>                                                     <C>         <C>
ASSETS                                                                       
Cash and due from banks                                  $25,613     $31,195 
Federal funds sold                                         3,200      28,000 
Investments in debt and equity securities:                                   
  Available-for-sale, at estimated market value          144,603     129,927 
  Held-to-maturity, estimated market value 
         of $16,377 at September 30, 1997 
         and $21,945 at December 31, 1996                 16,280      21,870 
  Non-marketable equity securities                         1,550       1,695 

Loans, net of allowance for loan losses of $5,723
         and $5,587 at September 30, 1997 and 
         December 31, 1996 respectively                  300,508     280,281    
Premises and equipment                                    11,187      10,717 
Accrued interest receivable                                4,871       4,517 
Other assets                                               7,353       5,961 
         Total assets                                   $516,544    $515,440 
                                                                 
LIABILITIES AND STOCKHOLDERS' EQUITY                                         
Liabilities:                                                                 
   Deposits:                                                                 
     Demand - noninterest bearing                        $53,261     $64,837 
     Demand - interest bearing                           137,078     127,414 
     Savings                                              16,518      17,787 
     Time deposits $100,000 and over                      38,221      35,550 
     Other time                                          155,971     158,542 
       Total deposits                                    401,049     404,130 
   Federal funds purchased and securities sold 
          under repurchase agreements                     44,137      43,941 
   Federal Home Loan Bank advances                         9,000       9,000 
   Accrued interest payable                                1,580       1,576 
   Other liabilities                                       4,631       4,697 
         Total liabilities                               460,397     463,344 
                                                                 
Stockholders' equity:                                                        
   Common stock, $0.01 par value; 6,500,000 
        shares authorized: 5,206,663 shares issued            52          52 
   Paid in capital                                        23,138      23,057 
   Retained earnings                                      33,659      29,745 
   Unrealized gain (loss) on securities 
        available-for-sale                                   201        (109)
                                                          57,050      52,745 
   Less: Treasury stock, at cost, 65,765 and 
        48,720 shares                                       (903)       (649)
     at September 30, 1997 and December 31, 
     1996, respectively                                                      
                                                                 
         Total stockholders' equity                       56,147      52,096 
                                                                 
         Total liabilities and stockholders' 
            equity                                      $516,544    $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 Nine Months Ended September 30, 1997 and 1996
(Unaudited, in thousands, except per share data)
<TABLE>
<S>                                                    <C>         <C>
Interest income:                                           1997        1996  
   Interest and fees on loans                            $19,582     $19,747 
   Interest and dividends on investments in debt 
           and equity securities 
      Taxable                                              7,466       4,706 
      Tax-exempt                                             228         288 
   Interest on federal funds sold and interest-bearing 
           deposits                                          485       1,549 
         Total interest income                            27,761      26,290 
                                                                 
Interest expense:                                                            
   Deposits                                               12,238      11,345 
   Federal funds purchased and securities sold under 
         repurchase agreements                             1,674       1,503 
   Federal Home Loan Bank advances                           447         448 
         Total interest expense                           14,359      13,296 
                                                                 
         Net interest income                              13,402      12,994 
Provision for loan losses                                    325         375 
         Net interest income after provision for 
             loan losses                                  13,077      12,619 
                                                                 
Noninterest income:                                                          
   Trust fees                                              1,529       1,479 
   Service charges on deposit accounts                       488         537 
   Gains on sales of debt securities                           8           0 
   Gains on sales of mortgage loans held-for-sale, net       207         197 
   Other                                                   1,103       1,082 
         Total noninterest income                          3,335       3,295 
                                                                 
Noninterest expenses:                                                        
   Salaries and employee benefits                          5,847       5,943 
   Net occupancy                                           1,128       1,123 
   Equipment                                                 673         737 
   Data processing                                           551         541 
   Federal deposit insurance premiums                         36           2 
   Other                                                   2,325       2,653 
         Total noninterest expenses                       10,560      10,999 
                                                                 
         Income before income taxes                        5,852       4,915 
Income taxes                                               1,938       1,605 
                                                                 
         Net income                                       $3,914      $3,310 
                                                                 
Per share data:                                                              
      Net income                                           $0.75       $0.63 
                                                                 
   Weighted average shares of common stock and 
           equivalents outstanding                     5,250,130   5,270,834 
                                                                 
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 September 30, 1997 and 1996
(Unaudited, in thousands, except per share data)
<TABLE>
<S>                                                    <C>         <C>
Interest Income:                                           1997        1996  
  Interest and fees on loans                              $6,682      $6,432 
  Interest and dividends on investments in debt 
           and equity securities                                             
      Taxable                                              2,470       1,835 
      Tax-exempt                                              77          95 
  Interest on federal funds sold and interest-bearing 
           deposits                                          152         243 
         Total interest income                             9,381       8,605 
                                                                 
Interest expense:                                                            
   Deposits                                                4,208       3,660 
   Federal funds purchased and securities sold under 
           repurchase agreements                             570         490 
   Federal Home Loan Bank advances                           151         150 
         Total interest expense                            4,929       4,300 
                                                                 
         Net interest income                               4,452       4,305 
Provision for loan losses                                    175          75 
         Net interest income after provision for 
             loan losses                                   4,277       4,230 
                                                                 
Noninterest income:                                                          
   Trust fees                                                530         382 
   Service charges on deposit accounts                       160         167 
   Gains on sales of debt securities                           1           0 
   Gains on sales of mortgage loans held-for-sale, net        88         182 
   Other                                                     364         353 
         Total noninterest income                          1,143       1,084 
                                                                 
Noninterest expenses:                                                        
   Salaries and employee benefits                          1,912       1,958 
   Net occupancy                                             374         385 
   Equipment                                                 226         249 
   Data processing                                           194         180 
   Federal deposit insurance premiums                         12           1 
   Other                                                     757         736 
         Total noninterest expenses                        3,475       3,509 
                                                                 
         Income before income taxes                        1,945       1,805 
Income taxes                                                 643         594 
                                                                 
         Net income                                       $1,302      $1,211 
                                                                 
Per share data:                                                              
    Net income                                             $0.25       $0.23 
                                                                 
   Weighted average shares of common stock and 
         equivalents outstanding                       5,250,477   5,255,970 
                                                                 
                                                                 
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 Nine Months Ending September 30, 1997 and 1996
(Unaudited, in thousands)
<TABLE>
                                                                             
<S>                                                      <C>         <C>
                                                             1997        1996
Cash flows from operating activities:                                        
   Net income                                             $3,914      $3,310 
   Adjustments to reconcile net income to net cash 
          provided by operating activities:                                  
      Depreciation and amortization                          848         876 
      Amortization of bond premiums, net                      16         135 
      Provision for loan losses                              325         375 
      Gain on sales of loans, net                           (207)       (197)
      Loss on disposal of premises and equipment, net        135           2 
      (Increase) Decrease in accrued interest receivable    (354)         44 
      Increase (Decrease) in accrued interest payable          4        (560)
      Decrease in other assets                               418       1,011 
      Decrease in other liabilities                         (225)        (76)
      Decrease in mortgage loans held-for-sale               105         336 
      Stock appreciation rights                               84           3 
              Net cash provided by operating activities    5,063       5,259 
                                                                 
Cash flows from investing activities:                                        
      Net (increase) decrease in loans                   (22,394)     33,763 
      Proceeds from maturity of investments in 
              debt securities:                                               
           Held-to-maturity                               12,587      11,838 
           Available-for-sale                             27,550      23,438 
      Proceeds from sales of investments:                                    
           Non-Marketable Securities                         145         718 
      Purchases of investments:                                              
           Held-to-maturity                               (7,287)     (8,399)
           Available-for-sale                            (43,133)    (64,648)
           Non-marketable securities                           0         (32)
      Principal paydowns from mortgage-backed and                            
                mortgage-related securities:                                 
           Held-to-maturity                                  252         353 
           Available-for-sale                              1,398         746 
      Purchases of premises and equipment                 (1,422)       (667)
      Proceeds from sale of premises and equipment             1           0 
              Net cash used in investing activities      (32,303)     (2,890)
                                                                 
Cash flows from financing activities:                                        
         Net decrease in demand and savings deposits      (3,181)     (6,935)
         Net increase (decrease) in time deposits 
                $100 and over                              2,671     (18,390)
         Net decrease in other time deposits              (2,571)    (22,634)
         Net increase in federal funds purchased and             
                    securities sold under repurchase 
                    agreements                               196       6,149 
         Dividends paid                                        0        (378)
         Treasury stock transactions, net                   (254)       (378)
         Fractional shares purchased following 
                    stock dividend                            (3)         (3)
              Net cash used in financing activities       (3,142)    (42,569)
                                                                 
              Net decrease in cash and cash 
                    equivalents                          (30,382)    (40,200)
Cash and cash equivalents at beginning of period          59,195      80,700 
Cash and cash equivalents at end of period               $28,813     $40,500 
                                                                 
Supplemental disclosures of cash flow information                
          Cash paid during the year for:                                     
              Interest                                   $14,355     $13,856 
              Income taxes                                 1,460         972 
              Transfer of mortgage loans held-for-sale 
                    to loans                                   0       8,175 
Supplemental disclosures of noncash activities                               
              Transfer of properties from loans to 
                    other real estate                      1,842         608 
                                                                 
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 September 30, 1997 and for the three-month and nine-month
periods ended September 30, 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 and nine-month periods ended
September 30, 1997 are not necessarily indicative of the results which may be
expected for the year ended December 31, 1997.


NOTE 2.  STOCK DIVIDEND

   At its regular board meeting on May 20, 1997, the Board of Directors of
the Company declared a one-for-twenty, or five percent, common stock
dividend.  The record date of the stock dividend was May 27, 1997, and the
distribution date was June 6, 1997.  The accompanying unaudited Condensed
Consolidated Financial Statements have been restated to take the stock
dividend into account.


NOTE 3.  NEW ACCOUNTING RULES AND REGULATIONS

   In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings per Share"
(SFAS No. 128).  SFAS No. 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 as currently used by the Company in computing earnings per
share.  SFAS No. 128 will be effective for the Company's 1997 annual report. 
The Company does not believe the adoption of SFAS No. 128 will have a
material impact on the consolidated financial statements.

   Statement of Financial Accounting Standard No. 130, "Reporting
Comprehensive Income" (SFAS No. 130), was issued in July 1997 by the
Financial Accounting Standards Board.  SFAS No. 130 establishes reporting of
comprehensive income for general purpose financial statements.  Comprehensive
income is defined as the change in equity of a business enterprise during a
period and all other events and circumstances from nonowner sources.  SFAS
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<PAGE>
 No. 130 is effective for financial statement periods beginning after
December 15, 1997.  The Company does not believe the adoption of SFAS No. 130
will have a material impact on the consolidated financial statements.

   Statement of Financial Accounting Standard No. 131, "Disclosures about
Segments of an Enterprise and Related Information" (SFAS No. 131), was issued
in July 1997 by the Financial Accounting Standards Board.  SFAS No. 131
requires the Company to disclose the factors used to identify reportable
segments including the basis of organization, differences in products and
services, geographic areas, and regulatory environments.  SFAS No. 131
additionally requires financial results to be reported in the financial
statements for each reportable segment.  SFAS No. 131 is effective for
financial statement periods beginning after December 15, 1997.  The Company
does not believe the adoption of SFAS No. 131 will have a material impact on
the consolidated financial statements.
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<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

                              FINANCIAL CONDITION

ASSETS AND LIABILITIES

   Total assets increased $1,104,000, or 0.2%, from $515,440,000 at
December 31, 1996 to $516,544,000 at September 30, 1997.  Increases in loans,
securities held-for-sale, other assets, premises and equipment, and accrued
interest receivable, offset somewhat by decreases in federal funds sold,
securities held-to-maturity, and cash, resulted in the slight increase in
assets.

   Loans increased $20,227,000, or 7.2%, from December 31, 1996 to
September 30, 1997.  Included in this change was an increase of $19,326,000,
or 27.9%, in commercial real estate loans, an increase of $2,720,000, or
5.7%, in consumer loans, and an increase of $811,000, or 0.7%, in commercial
loans.  Somewhat offsetting these increases was a $2,495,000, or 4.3%,
decrease in residential real estate loans.  The increase in loans was due to
strong loan demand in the Company's market area, especially with respect to
commercial real estate loans.

   Investments in securities available-for-sale increased $14,676,000, or
11.3%, at September 30, 1997 compared to December 31, 1996.  Investments in
securities held-to-maturity decreased $5,590,000, or 25.6%, at September 30,
1997 compared to December 31, 1996.  The net increase in investments in debt
and equity securities was a result of management's decision to shift assets
into investment securities that yield a higher rate of return than federal
funds sold.

   Other assets increased $1,392,000, or 23.4%, from December 31, 1996 to
September 30, 1997.  This increase was primarily due to an increase in other
real estate.  Approximately $1,834,000, representing the value of an office
building located near the Bank's main offices, was transferred to other real
estate.  During 1997, approximately $220,000 of improvements were completed
on this office building.  Somewhat offsetting this increase was the sale of
other real estate totaling $671,000 during the first nine months of 1997.

   Premises and equipment increased $470,000, or 4.4%, from December 31,
1996 to September 30, 1997.  Included in this change was the purchase of
parking lots located near the Bank's main offices for $420,000.  The
remaining additions to premises and equipment included improvements to
existing facilities.  

   Accrued interest receivable increased $354,000, or 7.8%, from December
31, 1996 to September 30, 1997.  This was primarily due to the increase in
loans.

   Federal funds sold decreased $24,800,000, or 88.6%, at September 30,
1997 compared to December 31, 1996.  This decrease was a result of excess
federal funds sold being used to fund the increase in loans and investments
in debt and equity securities available-for-sale.

   The decrease in cash and due from banks of $5,582,000, or 17.9%, at
September 30, 1997 compared to December 31, 1996 was attributable to a
smaller dollar amount of deposit items in process of collection at September
30, 1997 compared to December 31, 1996.
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<PAGE>

   Total deposits decreased $3,081,000, or 0.8%, from $404,130,000 at
December 31, 1996 to $401,049,000 at September 30, 1997.  The decrease
included an $11,576,000, or 17.9%, decrease in noninterest bearing demand
deposits, a $2,571,000, or 1.6%, decrease in other time deposits, and a
$1,269,000, or 7.1%, decrease in savings deposits.  These decreases were
somewhat offset by an increase of $9,664,000, or 7.6%, in interest bearing
demand deposits, and a $2,671,000, or 7.5%, increase in time deposits
$100,000 and over.  The decrease in deposits was attributable to management's
continued emphasis on appropriate pricing in a competitive market as well as
some seasonal run-off.  Total deposits were $401,049,000 at September 30,
1997 compared to $371,198,000 at September 30, 1996, an 8.0% increase.


CAPITAL           

        Total stockholders' equity increased $4,051,000 from December 31,
1996 to September 30, 1997.  The change is summarized as follows:


                                                      (IN THOUSANDS)
Stockholders' equity, December 31, 1996                     $52,096 
Net income                                                    3,914 
Purchase of treasury stock                                     (254)
Stock appreciation rights                                        84 
Purchase of fractional shares related to stock dividend          (3)
Change in unrealized gain/(loss) on securities                      
     available-for-sale                                         310 
Stockholders' equity, September 30, 1997                    $56,147 

   The Company and BankIllinois, its banking subsidiary, 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 September 30, 1997, that the Company and BankIllinois meet all capital
adequacy requirements to which they are subject.

   As of September 30, 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
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<PAGE>
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.

   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 September 30, 1997:                                                          
   Total capital                                                                   
      (to risk-weighted assets)                                                    
     Consolidated                           $60,121     17.9%    $26,892     8.0%       N/A          
     BankIllinois                           $54,094     16.1%    $26,814     8.0%   $33,518     10.0%
   Tier I capital                                                                                    
      (to risk-weighted assets)                                                                      
     Consolidated                           $55,900     16.6%    $13,446     4.0%       N/A          
     BankIllinois                           $49,885     14.9%    $13,407     4.0%   $20,111      6.0%
   Tier I capital                                                                                    
      (to average assets)                                                                            
     Consolidated                           $55,900     10.9%    $20,439     4.0%       N/A          
     BankIllinois                           $49,885      9.8%    $20,337     4.0%   $25,421      5.0%
</TABLE>

     The concept of interest sensitivity attempts to gauge exposure of the
Company's 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 the Company to meet the
day-to-day demands of deposit customers balanced by its investments of these
deposits.  The Company must also be prepared to fulfill the needs of credit
customers for loans with various types of maturities and other financing
arrangements.  The Company 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.  It is, however, only a static, single-day depiction of the
Company's rate sensitivity structure, which can be adjusted in response to
changes in forecasted interest rates.

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<PAGE>
     The following table presents the Company's interest rate sensitivity at
various intervals at September 30, 1997:

RATE SENSITIVITY OF EARNING ASSETS AND INTEREST BEARING LIABILITIES
(dollars in thousands)
<TABLE>
                                               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:                                                                              
Interest earning assets:                                                            
   Federal funds sold                    $   3,200       --        --         --         --     3,200 
   Debt and equity securities <F1>           3,584    14,182    12,227     22,352    110,088  162,433 
   Loans <F2>                               71,171    22,019    21,644     42,156    150,620  307,610 
    Total earning assets                    77,955    36,201    33,871     64,508    260,708  473,243 
Interest bearing liabilities:                                                                
   Savings and interest-bearing                                                              
     demand deposits                     $ 153,596       --        --         --         --   153,596 
   Time deposits                             8,109    19,971    35,451     77,912     52,749  194,192 
   Federal funds purchased and securities                                                    
     sold under repurchase agreements       38,496       120       200        271      5,050   44,137 
   Federal Home Loan Bank advances             --      1,000     1,000         --      7,000    9,000 
    Total interest bearing liabilities     200,201    21,091    36,651     78,183     64,799  400,925 
    Net asset (liability) funding gap    ($122,246)   15,110    (2,780)   (13,675)   195,909   72,318 
Repricing gap                                0.39      1.72      0.92       0.83       4.02     1.18  
Cumulative repricing gap                     0.39      0.52      0.57       0.63       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 September 30, 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 $1,222,000 in
the 1-30 days category and $1,071,000 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 nine
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 $30,382,000 from December 31,
1996 to September 30, 1997.  This decrease came from net cash used in
investing and financing activities somewhat offset by cash provided by
operating activities.
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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 $5,723,000 at September 30, 1997
compared to $5,587,000 at December 31, 1996.  Although the allowance for loan
loss balance rose by $136,000 from December 31, 1996 to September 30, 1997,
the allowance for loan losses as a percentage of total loans decreased
slightly from 1.95% to 1.86%, as total loans increased during 1997. 

   The allowance for loan losses as a percentage of nonperforming loans was
139% at September 30, 1997 compared to 212% at December 31, 1996.  This
reduction was due to the $1,373,000 increase in loans 90 days past due and
still accruing and an increase of $202,000 in non-accrual loans.  The
increase in loans 90 days past due and still accruing was due primarily to an
increase in commercial real estate loans of $998,000 from properties which
are in the process of foreclosure and a $193,000 increase in single-family
real estate delinquencies of more than 90 days.  The increase of $202,000 in
non-accrual loans was due largely to credit card fraud charges of $383,000,
the addition of $441,000 to commercial loan non-accruals, and a reduction of
$372,000 in commercial real estate as an apartment building was sold by the
owner.  An additional provision of $100,000 was applied to the allowance for
loan losses in August 1997 in anticipation of losses due to credit card
fraud.  Management believes that problem assets have been effectively
identified and that the allowance for loan losses is adequate to absorb
possible losses in the portfolio.


                             RESULTS OF OPERATIONS

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997

   Net income for the first nine months of 1997 was $3,914,000, a $604,000,
or 18.2%, increase from the first nine months of 1996.  Net income per share
increased $0.12, or 19.0%, to $0.75 in the first nine months of 1997 from
$0.63 in the same period of 1996.

   Net interest income was $408,000, or 3.1% higher for the first nine
months of 1997 compared to 1996.  Total interest income was $1,471,000, or
5.6% higher in 1997 compared to 1996, and interest expense increased
$1,063,000, or 8.0%.  The increase in interest income was primarily due to an
increase in average earning assets.  The increase in interest expense was
primarily due to an increase in average interest bearing liabilities as well
as higher interest rates.

   The increase in total interest income included an increase of
$2,760,000, or 58.6%, on taxable investments in debt and equity securities. 
The increase in interest income on securities was somewhat offset by
decreases in interest income on federal funds sold of $1,064,000, or 68.7%,
which resulted from moving funds into higher yielding investment
alternatives.  Also offsetting the increase in investment income was a
decrease in total loan interest income of
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<PAGE>
$165,000, or 0.8% due to a continued focus on maintaining a loan portfolio
that is both profitable and high quality.

   The provision for loan losses was $325,000 during the first nine months
of 1997.  This was $50,000, or 13.3%, less than the amount recorded during
the first nine 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 nine months of 1997 was based on management's
analysis of the Bank's loan portfolio and adequacy of the allowance for loan
losses.

   Total noninterest income increased $40,000, or 1.2%, during the first
nine months of 1997 compared to the first nine months of 1996.  Included in
this increase was an increase of $50,000, or 3.4%, in trust fees, a $21,000,
or 1.9%, increase in other income, a $10,000, or 5.1%, increase in gains on
sales of mortgage loans held-for-sale, and an $8,000 increase in gains on
sales of debt securities.  Somewhat offsetting these increases was a decrease
of $49,000, or 9.1%,  in service charges on deposit accounts.

   Total noninterest expenses decreased $439,000, or 4.0%, during the first
nine months of 1997 compared to the first nine months of 1996.  Included in
the decrease were decreases in salaries and employee benefits of $96,000, or
1.6%, equipment of $64,000, or 8.7%, and other expenses of $328,000, or
12.4%.  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 and the absence of costs to relocate equipment which was
incurred in early 1996.  The decrease in other expenses was the result of
lower expenses for marketing, office supplies, directors' fees (directors are
currently being compensated by a stock option plan adopted during the second
quarter of 1997 in lieu of cash payments as had occurred in 1996) and overall
reductions due to improved efficiency.  Included in 1997 other expenses were
$132,000 of expenses due to the closing of the Champaign Money Market branch
on May 10th.


                             RESULTS OF OPERATIONS

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997

   Net income for the third quarter of 1997 was $1,302,000, a $91,000, or
7.5%, increase compared to the same period in 1996.  Net income per share
increased $0.02, or 8.7%, to $0.25 in 1997 from $0.23 in 1996.

   Net interest income was $147,000, or 3.4% higher for the third quarter
of 1997 compared to 1996.  Total interest income was $776,000, or 9.0% higher
in the third quarter of 1997 compared to the third quarter of 1996, and
interest expense increased $629,000, or 14.6%.  The increase in interest
income was primarily due to an increase in average earning assets.  The
increase in interest expense was due to an increase in average interest
bearing liabilities as well as higher average interest rates.

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<PAGE>
   The increase in total interest income included an increase of $635,000,
or 34.6%, on taxable investments in debt and equity securities, and an
increase of $250,000, or 3.9% on interest and fees on loans.  Somewhat
offsetting these increases were decreases in interest income on federal funds
sold of $91,000, or 37.4%, which resulted from moving funds into higher
yielding investment alternatives.

   The provision for loan losses was $175,000 during the third quarter of
1997.  This was $100,000, or 133.3%, more than the amount recorded during the
third quarter of 1996.  This increase included $100,000 in anticipation of
credit card fraud losses.  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 third quarter of 1997 was based on management's
analysis of the Bank's loan portfolio and adequacy of the allowance for loan
losses.

   Total noninterest income increased $59,000, or 5.4%, during the third
quarter of 1997 compared to the third quarter of 1996.  Included in this
increase was an increase of $148,000, or 38.7%, in trust fees.  Somewhat
offsetting this increase was a decrease of $94,000 in gains on sales of
mortgage loans held-for-sale.

   Total noninterest expenses decreased $34,000, or 1.0%, during the third
quarter of 1997 compared to the third quarter of 1996.  Included in the
decrease were reductions in salaries and employee benefits of $46,000, or
2.3%, and equipment of $23,000, or 9.2%.  The reduction in salary and
employee benefits reflected continued efficiency improvements which resulted
in lowering the Company's number of employees.  Lower depreciation expense
contributed to the decrease in equipment expense.  Somewhat offsetting these
decreases was an increase in other expenses of $21,000, or 2.9%.


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, 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
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<PAGE>
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.
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<PAGE>
PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

There 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 17
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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:  November 14, 1997



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