SECURITIES AND EXCHANGE COMMISSION
                    Washington,  D.C.   20549

                          F O R M   1 0 - K

  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
  EXCHANGE ACT OF 1934
       For the fiscal year ended     December 31, 1997         
                                  ---------------------------
                   Commission file number: 0-27982
                                          -----------
                       FIRST NORTHERN CAPITAL CORP.                 
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        (Exact name of registrant as specified in its charter)

        Wisconsin                               39-1830142          
  ----------------------------             ------------------------
  (State or other jurisdiction of           (I.R.S. Employer   
  incorporation or organization)               Identification No.)

  201 North Monroe Ave., P.O. Box 23100, Green Bay, WI   54305-3100 
  ----------------------------------------------------  -----------
   (Address of principal executive offices)             (Zip Code)

  Registrant's telephone number, including area code:(920) 437-7101
                                                     --------------
     Securities registered pursuant to Section 12(b) of the Act:

                                 NONE 

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

                    COMMON STOCK, $1.00 PAR VALUE
         -------------------------------------------------------    
                           (Title of class)

       Indicate by check mark whether the registrant (1) has filed
  all reports required to be filed by Section 13 or 15(d) of the
  Securities Exchange Act of 1934 during the preceding 12 months
  (or for such shorter period that the registrant was required to
  file such reports), and (2) has been subject to such filing
  requirements for the past 90 days. 

                 Yes    X                 No        
           
       Indicate by check mark if disclosure of delinquent filers
  pursuant to Item 405 of Regulation S-K is not contained herein,
  and will not be contained, to the best of registrant's knowledge,
  in definitive proxy or information statements incorporated by
  reference in Part III of this Form 10-K or any amendment to this
  Form 10-K. [ X ]

       As of February 27, 1998, 8,922,023 shares of Common Stock
  were outstanding, and the aggregate market value of the Common
  Stock (based upon the $13.00 last sale price quotation on The
  NASDAQ Stock Market, Inc./National Market System as reported in
  the Wall Street Journal) held by non-affiliates (excludes a total
  of 1,153,447 shares reported as beneficially owned by directors
  and executive officers or held in the registrant's 401(k) Savings
  Plan; does not constitute an admission as to affiliate status)
  was approximately $100,991,488.

                 DOCUMENTS INCORPORATED BY REFERENCE<PAGE>


                                                                    
                                     Part of Form 10-K Into Which
   Document                  Portions of Document are Incorporated
  --------------           ----------------------------------------
  Poxy Statement for 
  Annual Meeting of 
  Stockholders on April 22, 1998                  Part III<PAGE>





  The purpose of this amended filing is to include the amended
  Financial Data Schedule (_FDS_) for December 31, 1996, as a
  result of the adoption of FAS 128 by First Northern Capital Corp.
  during fiscal year 1997. 




  DATE: March 25, 1998
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  BY:  /s/Rick B. Colberg
      ---------------------   
       Vice President, Chief Financial Officer 
       and Treasurer
      (Principal Accounting Officer)<PAGE>