UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


 (Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                  For the quarterly period ended March 31, 2000

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

               For the transition period from _______ to ________

                           Commission File No. 0-20632

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

         MISSOURI                                      43-1175538
(State or other jurisdiction of
 incorporation or organization)            (I.R.S. Employer Identification No.)

                   135 North Meramec, Clayton, Missouri 63105
               (Address of principal executive offices) (Zip Code)

                                 (314) 854-4600
              (Registrant's telephone number, including area code)

                           --------------------------

         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  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practical date.


                                                  Shares outstanding
             Class                                 at April 30, 2000
             -----                                -------------------

 Common Stock, $250.00 par value                         23,661


<PAGE>


                                FIRST BANKS, INC.

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>



                                                                                                             Page
                                                                                                             ----

PART I.  FINANCIAL INFORMATION

     ITEM 1.    FINANCIAL STATEMENTS:

<S>                                                                                                            <C>
                CONSOLIDATED BALANCE SHEETS.........................................................           1

                CONSOLIDATED STATEMENTS OF INCOME...................................................           3

                CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                    AND COMPREHENSIVE INCOME........................................................           4

                CONSOLIDATED STATEMENTS OF CASH FLOWS...............................................           5

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS..........................................           6

     ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                    AND RESULTS OF OPERATIONS.......................................................          11

     ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK..........................          20

PART II. OTHER INFORMATION

     ITEM 1.    LEGAL PROCEEDINGS...................................................................          21

     ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K....................................................          21

SIGNATURES   .......................................................................................          22

</TABLE>

<PAGE>


                         PART I - FINANCIAL INFORMATION
                          ITEM 1 - FINANCIAL STATEMENTS

                                FIRST BANKS, INC.

                    CONSOLIDATED BALANCE SHEETS - (UNAUDITED)
             (dollars expressed in thousands, except per share data)

<TABLE>
<CAPTION>

                                                                                          March 31,     December 31,
                                                                                            2000            1999
                                                                                            ----            ----


                                             ASSETS
                                             ------


Cash and cash equivalents:
<S>                                                                                   <C>                  <C>
     Cash and due from banks.......................................................   $    126,128         126,720
     Interest-bearing deposits with other financial institutions
       with maturities of three months or less.....................................          2,118           1,674
     Federal funds sold............................................................         81,600          42,500
                                                                                      ------------     -----------
               Total cash and cash equivalents.....................................        209,846         170,894
                                                                                      ------------     -----------

Investment securities:
     Available for sale, at fair value.............................................        424,240         430,093
     Held to maturity, at amortized cost (fair value of $21,204 and
       $21,476 at March 31, 2000 and December 31, 1999, respectively)..............         21,362          21,554
                                                                                      ------------     -----------
               Total investment securities.........................................        445,602         451,647
                                                                                      ------------     -----------

Loans:
     Commercial, financial and agricultural........................................      1,223,258       1,086,919
     Real estate construction and development......................................        816,366         795,081
     Real estate mortgage..........................................................      1,927,978       1,851,569
     Consumer and installment......................................................        212,155         233,374
     Loans held for sale...........................................................         48,836          37,412
                                                                                      ------------     -----------
               Total loans.........................................................      4,228,593       4,004,355
     Unearned discount.............................................................         (6,289)         (8,031)
     Allowance for loan losses.....................................................        (73,859)        (68,611)
                                                                                      ------------     -----------
               Net loans...........................................................      4,148,445       3,927,713
                                                                                      ------------     -----------

Bank premises and equipment, net of accumulated
     depreciation and amortization.................................................         78,516          75,647
Intangibles associated with the purchase of subsidiaries...........................         49,088          46,085
Accrued interest receivable........................................................         31,658          33,491
Deferred income taxes..............................................................         63,803          51,972
Other assets.......................................................................        107,885         110,298
                                                                                      ------------     -----------
               Total assets........................................................   $  5,134,843       4,867,747
                                                                                      ============     ===========
</TABLE>


The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.


<PAGE>





                                FIRST BANKS, INC.

              CONSOLIDATED BALANCE SHEETS (CONTINUED) - (UNAUDITED)
             (dollars expressed in thousands, except per share data)

<TABLE>
<CAPTION>

                                                                                         March 31,      December 31,
                                                                                           2000             1999
                                                                                           ----             ----


                                           LIABILITIES
                                           -----------
Deposits:
     Demand:
<S>                                                                                   <C>                  <C>
       Non-interest-bearing........................................................   $    625,626         606,064
       Interest-bearing............................................................        409,261         415,113
     Savings.......................................................................      1,272,108       1,198,314
     Time:
       Time deposits of $100 or more...............................................        349,774         339,214
       Other time deposits.........................................................      1,803,542       1,693,109
                                                                                      ------------     -----------
          Total deposits...........................................................      4,460,311       4,251,814
Short-term borrowings..............................................................         98,612          73,554
Note payable.......................................................................         74,000          64,000
Accrued interest payable...........................................................         12,205          11,607
Deferred income taxes..............................................................         11,355           6,582
Accrued expenses and other liabilities.............................................         30,515          25,616
Minority interest in subsidiary....................................................         11,951          12,058
                                                                                      ------------     -----------
          Total liabilities........................................................      4,698,949       4,445,231
                                                                                      ------------     -----------

Guaranteed preferred beneficial interests in:
     First Banks, Inc. subordinated debentures.....................................         83,420          83,394
     First Banks America, Inc. subordinated debentures.............................         44,233          44,217
                                                                                      ------------     -----------
          Total guaranteed preferred beneficial interests in
              subordinated debentures..............................................        127,653         127,611
                                                                                      ------------     -----------

                                      STOCKHOLDERS' EQUITY
                                      --------------------

Preferred stock:
     $1.00 par value, 5,000,000 shares authorized, no shares issued
       and outstanding at March 31, 2000 and December 31, 1999.....................             --              --
     Class A convertible, adjustable rate, $20.00 par value, 750,000
       shares authorized, 641,082 shares issued and outstanding....................         12,822          12,822
     Class B adjustable rate, $1.50 par value, 200,000 shares authorized,
       160,505 shares issued and outstanding.......................................            241             241
Common stock, $250.00 par value, 25,000 shares authorized,
     23,661 shares issued and outstanding..........................................          5,915           5,915
Capital surplus....................................................................          3,117           3,318
Retained earnings..................................................................        284,650         270,259
Accumulated other comprehensive income.............................................          1,496           2,350
                                                                                      ------------     -----------
          Total stockholders' equity...............................................        308,241         294,905
                                                                                      ------------     -----------
          Total liabilities and stockholders' equity...............................   $  5,134,843       4,867,747
                                                                                      ============     ===========
</TABLE>


<PAGE>





                                FIRST BANKS, INC.

                 CONSOLIDATED STATEMENTS OF INCOME - (UNAUDITED)
             (dollars expressed in thousands, except per share data)

<TABLE>
<CAPTION>

                                                                                               Three months ended
                                                                                                    March 31,
                                                                                               -------------------
                                                                                               2000         1999
                                                                                               ----         ----
Interest income:
<S>                                                                                          <C>            <C>
     Interest and fees on loans...........................................................   $89,678        74,675
     Investment securities................................................................     6,870         7,662
     Federal funds sold and other.........................................................     1,169           223
                                                                                             -------     ---------
         Total interest income............................................................    97,717        82,560
                                                                                             -------     ---------
Interest expense:
     Deposits:
       Interest-bearing demand............................................................     1,465         1,114
       Savings............................................................................    11,636        10,929
       Time deposits of $100 or more......................................................     3,015         2,775
       Other time deposits................................................................    23,907        21,130
     Interest rate exchange agreements, net...............................................        --         1,283
     Short-term borrowings................................................................     1,109           839
     Note payable.........................................................................     1,155           896
                                                                                             -------     ---------
         Total interest expense...........................................................    42,287        38,966
                                                                                             -------     ---------
         Net interest income..............................................................    55,430        43,594
Provision for loan losses.................................................................     3,582         2,490
                                                                                             -------     ---------
         Net interest income after provision for loan losses..............................    51,848        41,104
                                                                                             -------     ---------
Noninterest income:
     Service charges on deposit accounts and customer service fees........................     4,592         3,882
     Gain on mortgage loans sold and held for sale........................................     1,392         2,332
     Net gain on sales of available-for-sale securities...................................       379           677
     Net loss on trading securities.......................................................        --          (303)
     Other................................................................................     3,201         3,015
                                                                                             -------     ---------
         Total noninterest income.........................................................     9,564         9,603
                                                                                             -------     ---------
Noninterest expense:
     Salaries and employee benefits.......................................................    16,891        14,502
     Occupancy, net of rental income......................................................     3,222         2,883
     Furniture and equipment..............................................................     2,675         1,901
     Postage, printing and supplies.......................................................     1,108         1,142
     Data processing fees.................................................................     5,189         4,536
     Legal, examination and professional fees.............................................       989         1,320
     Gain on sales of other real estate, net of expenses..................................      (179)          (53)
     Guaranteed preferred debentures......................................................     3,014         3,014
     Other................................................................................     4,884         6,242
                                                                                             -------     ---------
         Total noninterest expense........................................................    37,793        35,487
                                                                                             -------     ---------
         Income before provision for income taxes and minority interest
           in income of subsidiary........................................................    23,619        15,220
Provision for income taxes................................................................     8,544         5,638
                                                                                             -------     ---------
         Income before minority interest in income of subsidiary..........................    15,075         9,582
Minority interest in income of subsidiary.................................................       488           311
                                                                                             -------     ---------
         Net income.......................................................................    14,587         9,271
Preferred stock dividends.................................................................       196           196
                                                                                             -------     ---------
         Net income available to common stockholders......................................   $14,391         9,075
                                                                                             =======     =========
Earnings per common share:
     Basic................................................................................    608.21        383.52
     Diluted..............................................................................    589.52        372.57
                                                                                             ========    =========

Weighted average shares of common stock outstanding.......................................    23,661        23,661
                                                                                             =======     =========
</TABLE>

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.


<PAGE>





                                FIRST BANKS, INC.

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                     AND COMPREHENSIVE INCOME - (UNAUDITED)
                 Three months ended March 31, 2000 and 1999 and
                       nine months ended December 31, 1999
             (dollars expressed in thousands, except per share data)

<TABLE>
<CAPTION>


                                                                                                            Accu-
                                                     Adjustable rate                                       mulated
                                                     preferred stock                                        other     Total
                                                   ------------------
                                                   Class A                                Compre-          compre-   stock-
                                                   conver-              Common   Capital  hensiveRetained  hensive  holders'
                                                    tible     Class B    stock   surplus  income earnings  income    equity
                                                    -----     -------    -----   -------  ------ --------  ------    ------

<S>                                                <C>          <C>     <C>        <C>    <C>     <C>       <C>     <C>
Consolidated balances, December 31, 1998.........  $12,822      241     5,915      780            231,867   11,738  263,363
Three months ended March 31, 1999:
    Comprehensive income:
      Net income.................................       --       --        --       --    9,271     9,271       --    9,271
      Other comprehensive income, net of tax
        Unrealized losses on securities, net of
          reclassification adjustment (1)........       --       --        --       --   (2,373)       --   (2,373)  (2,373)
                                                                                         ------
      Comprehensive income.......................                                         6,898
                                                                                         ======
    Class A preferred stock dividends,
      $0.30 per share............................       --       --        --       --               (192)      --     (192)
    Class B preferred stock dividends,
      $0.03 per share............................       --       --        --       --                 (4)      --       (4)
    Effect of capital stock transactions of
       majority-owned subsidiaries...............       --       --        --   (2,965)                --       --   (2,965)
    Reclassification of retained earnings........       --       --        --    5,000             (5,000)      --       --
                                                   -------    -----     -----    -----            -------   ------  -------
Consolidated balances, March 31, 1999............   12,822      241     5,915    2,815            235,942    9,365  267,100
Nine months ended December 31, 1999:
    Comprehensive income:
      Net income.................................       --       --        --       --   34,907    34,907       --   34,907
      Other comprehensive income, net of tax
        Unrealized losses on securities, net of
          reclassification adjustment (1)........       --       --        --       --   (7,015)       --   (7,015)  (7,015)
                                                                                         ------
      Comprehensive income.......................                                        27,892
                                                                                         ======
    Class A preferred stock dividends,
      $0.90 per share............................       --       --        --       --               (577)      --     (577)
    Class B preferred stock dividends,
      $0.08 per share............................       --       --        --       --                (13)      --      (13)
    Effect of capital stock transactions of
       majority-owned subsidiaries...............       --       --        --     (308)                --       --     (308)
    Reduction of deferred tax asset
      valuation allowance........................       --       --        --      811                 --       --      811
                                                     -----     ----     -----    -----            -------    -----  -------
Consolidated balances, December 31, 1999.........   12,822      241     5,915    3,318            270,259    2,350  294,905
Three months ended March 31, 2000:
    Comprehensive income:
      Net income.................................       --       --        --       --   14,587    14,587       --   14,587
      Other comprehensive income, net of tax
        Unrealized losses on securities, net of
          reclassification adjustment (1)........       --       --        --       --     (854)       --     (854)    (854)
                                                                                         ------
      Comprehensive income.......................                                        13,733
                                                                                         ======
    Class A preferred stock dividends,
      $0.30 per share............................       --       --        --       --               (192)      --     (192)
    Class B preferred stock dividends,
      $0.03 per share............................       --       --        --       --                 (4)      --       (4)
    Effect of capital stock transactions of
       majority-owned subsidiary.................       --       --        --     (201)                --       --     (201)
                                                   -------    -----     -----    -----            -------   ------  -------
Consolidated balances, March 31, 2000............  $12,822      241     5,915    3,117            284,650    1,496  308,241
                                                   =======    =====     =====    =====            =======   ======  =======
</TABLE>
<PAGE>

-------------------------
(1)  Disclosure of reclassification adjustment:


<TABLE>
<CAPTION>
                                                                                             Three months ended  Nine months ended
                                                                                                   March 31,        December 31,
                                                                                              ----------------      ------------
                                                                                                2000      1999          1999
                                                                                                ----      ----          ----

<S>                                                                                           <C>       <C>           <C>
     Unrealized losses arising during the period............................................  $ (608)   (1,934)       (6,940)
     Less reclassification adjustment for gains included in net income......................     246       439            75
                                                                                              ------     -----         -----
     Unrealized losses on securities........................................................  $ (854)   (2,373)       (7,015)
                                                                                              ======    ======        ======

</TABLE>

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.


<PAGE>
                                FIRST BANKS, INC.

               CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)
                        (dollars expressed in thousands)
<TABLE>
<CAPTION>

                                                                                               Three months ended
                                                                                                    March 31,
                                                                                               ------------------
                                                                                               2000         1999
                                                                                               ----         ----

Cash flows from operating activities:
<S>                                                                                          <C>           <C>
     Net income...........................................................................   $ 14,587      9,271
     Adjustments to reconcile net income to net cash provided by
       (used in) operating activities:
       Depreciation and amortization of bank premises and equipment.......................      2,220      1,596
       Amortization, net of accretion.....................................................      1,841      3,066
       Originations and purchases of loans held for sale..................................    (94,450)  (167,385)
       Proceeds from the sale of loans held for sale......................................     62,671    168,532
       Provision for loan losses..........................................................      3,582      2,490
       Provision for income taxes.........................................................      8,544      5,638
       Refunds (payments) of income taxes.................................................         75     (1,491)
       Decrease in accrued interest receivable............................................      2,499      1,557
       Net decrease in trading securities.................................................         --      3,425
       Interest accrued on liabilities....................................................     42,287     38,966
       Payments of interest on liabilities................................................    (42,203)   (35,861)
       Gain on sale of branch facility....................................................         --       (247)
       Other operating activities, net....................................................     (5,711)      (221)
       Minority interest in income of subsidiary..........................................        488        311
                                                                                             --------    -------
         Net cash (used in) provided by operating activities..............................     (3,570)    29,647
                                                                                             --------    -------

Cash flows from investing activities:
     Cash paid for acquired entities, net of cash and cash equivalents received...........     (2,709)   (17,245)
     Proceeds from sales of investment securities available for sale......................      8,148     49,467
     Maturities of investment securities available for sale...............................    135,151     54,682
     Maturities of investment securities held to maturity.................................        670        998
     Purchases of investment securities available for sale................................   (109,481)    (7,297)
     Purchases of investment securities held to maturity..................................       (489)    (1,982)
     Net increase in loans................................................................   (155,830)   (42,308)
     Recoveries of loans previously charged-off...........................................      4,081      2,224
     Purchases of bank premises and equipment.............................................     (5,247)    (6,717)
     Other investing activities...........................................................      1,316     (5,543)
                                                                                             --------    -------
         Net cash (used in) provided by investing activities..............................   (124,390)    26,279
                                                                                             --------    -------

Cash flows from financing activities:
     Increase (decrease) in demand and savings deposits...................................     42,873    (37,729)
     Increase in time deposits............................................................     89,177      2,311
     Decrease in Federal Home Loan Bank advances..........................................         --    (50,000)
     Increase (decrease) in securities sold under agreements to repurchase................     25,058     (3,955)
     Increase (decrease) in notes payable.................................................     10,000        (48)
     Sale of branch deposits..............................................................         --     (2,854)
     Payment of preferred stock dividends.................................................       (196)      (196)
                                                                                             --------    -------
         Net cash provided by (used in) financing activities..............................    166,912    (92,471)
                                                                                             --------    -------
         Net increase (decrease) in cash and cash equivalents.............................     38,952    (36,545)
Cash and cash equivalents, beginning of period............................................    170,894    214,762
                                                                                             --------    -------
Cash and cash equivalents, end of period..................................................   $209,846    178,217
                                                                                             ========    =======

Noncash investing and financing activities:
     Loans transferred to other real estate...............................................   $    558        317
     Loans held for sale transferred to loans.............................................     21,568      6,007
                                                                                             ========    =======
</TABLE>

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.


<PAGE>


                                FIRST BANKS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  BASIS OF PRESENTATION

         The accompanying consolidated financial statements of First Banks, Inc.
and  subsidiaries  (First Banks or the Company) are unaudited and should be read
in conjunction with the consolidated  financial statements contained in the 1999
Annual Report on Form 10-K.  The  consolidated  financial  statements  have been
prepared in accordance with generally accepted accounting principles and conform
to practices prevalent among financial  institutions.  Management of First Banks
has made a number of  estimates  and  assumptions  relating to the  reporting of
assets and liabilities  and the disclosure of contingent  assets and liabilities
to prepare the  consolidated  financial  statements in conformity with generally
accepted accounting principles.  In the opinion of management,  all adjustments,
consisting  of  normal  recurring  accruals  considered  necessary  for  a  fair
presentation  of the results of  operations  for the interim  periods  presented
herein,  have been included.  Operating results for the three months ended March
31, 2000 are not necessarily  indicative of the results that may be expected for
the year ending December 31, 2000.

         The  consolidated  financial  statements  include the accounts of First
Banks,  Inc.  and its  subsidiaries,  net of  minority  interest,  as more fully
described below.  All significant  intercompany  accounts and transactions  have
been  eliminated.  Certain  reclassifications  of 1999 amounts have been made to
conform with the 2000 presentation.

         First Banks operates through its subsidiary bank holding  companies and
financial  institutions  (collectively  referred to as the Subsidiary Banks) and
through its non-banking subsidiary, First Capital Group, Inc., as follows:

   First Bank, headquartered in St. Louis County, Missouri (First Bank);
   First Bank & Trust, headquartered in Newport Beach, California (FB&T);
   First Capital Group, Inc., headquartered in Albuquerque, New Mexico (FCG);
   First Banks America, Inc., headquartered in St. Louis County, Missouri (FBA),
      and its wholly owned subsidiaries:
          First Bank Texas N.A.,  headquartered in Houston, Texas (FB Texas);
          First Bank  of  California,  headquartered in  Roseville,  California
          (FB  California);
          Redwood Bank, headquartered in San Francisco,  California; and
          Lippo Bank, headquartered in San Francisco, California.

         The  Subsidiary  Banks  and FCG are  wholly  owned by their  respective
parent companies except FBA, which was 84.10% and 83.37% owned by First Banks at
March 31, 2000 and December 31, 1999, respectively.

(2)  ACQUISITIONS

         On February 29, 2000, FBA completed its  acquisition of Lippo Bank, San
Francisco,  California,  in  exchange  for $17.2  million  in cash.  Lippo  Bank
operates  three banking  locations in San  Francisco,  San Jose and Los Angeles,
California.  The  acquisition was funded from available cash. At the time of the
transaction,  Lippo Bank had $85.3  million in total  assets,  $40.9  million in
loans,  net of unearned  discount,  $37.4 million in investment  securities  and
$76.4 million in total  deposits.  This  transaction was accounted for using the
purchase method of accounting. The excess of the cost over the fair value of the
net assets acquired was  approximately  $5.5 million and is being amortized over
15 years. Lippo Bank will be merged into FB California.

         On February 29, 2000,  First Banks completed its acquisition of certain
assets and liabilities of FCG,  Albuquerque,  New Mexico,  in exchange for $65.1
million in cash. FCG is a leasing company that specializes in commercial leasing
and operates a multi-state  leasing  business.  The  acquisition was funded from
available cash. At the time of the  transaction,  FCG had $64.6 million in total
assets,  consisting almost solely of commercial  leases, net of unearned income.
The premium paid on the lease  portfolio  acquired was $1.5 million and is being
amortized as a yield adjustment over approximately four years. FCG operates as a
direct subsidiary of First Banks, Inc.


<PAGE>


(3)      EARNINGS PER SHARE

         The following is a reconciliation of the numerators and denominators of
the basic and diluted EPS computations for the periods indicated:
<TABLE>
<CAPTION>

                                                                               Income         Shares        Per share
                                                                             (numerator)   (denominator)     amount
                                                                             -----------   -------------     ------
                                                                         (dollars in thousands, except for per share data)

     Three months ended March 31, 2000:
<S>                                                                          <C>               <C>          <C>
         Basic EPS - income available to common stockholders.............    $  14,391         23,661       $   608.21
                                                                                                            ==========
         Effect of dilutive securities:
           Class A convertible preferred stock...........................          192          1,076
                                                                             ---------        -------
         Diluted EPS - income available to common stockholders...........    $  14,583         24,737       $   589.52
                                                                             =========        =======       ==========

     Three months ended March 31, 1999:
         Basic EPS - income available to common stockholders.............    $   9,075         23,661       $   383.52
                                                                                                            ==========
         Effect of dilutive securities:
           Class A convertible preferred stock...........................          192          1,212
                                                                             ---------        -------
         Diluted EPS - income available to common stockholders...........    $   9,267         24,873       $   372.57
                                                                             =========        =======       ==========
</TABLE>

(4)      TRANSACTIONS WITH RELATED PARTIES

         First Brokerage America,  L.L.C., a limited liability corporation which
is  indirectly  owned by First  Banks'  Chairman  and  members of his  immediate
family,  received approximately $530,000 and $379,000 for the three months ended
March 31,  2000 and 1999,  respectively,  in  commissions  paid by  unaffiliated
third-party  companies.  The  commissions  received were primarily in connection
with the sales of  annuities  and  securities  and other  insurance  products to
individuals, including customers of the Subsidiary Banks.

         First Services,  L.P., a limited partnership  indirectly owned by First
Banks'  Chairman and his adult children,  provides data processing  services and
operational  support for First Banks,  Inc. and its Subsidiary  Banks. Fees paid
under  agreements with First  Services,  L.P. were $4.5 million and $4.1 million
for the three  months  ended March 31, 2000 and 1999,  respectively.  During the
three  months ended March 31, 2000 and 1999,  First  Services,  L.P.  paid First
Banks  $454,000 and $215,000,  respectively,  in rental fees for the use of data
processing  and other  equipment  owned by First  Banks.  The fees paid by First
Banks for data processing  services are at least as favorable as could have been
obtained from unaffiliated third parties.

(5)      REGULATORY CAPITAL

         First Banks and the Subsidiary Banks are subject to various  regulatory
capital  requirements  administered  by the federal and state 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 First Banks' financial statements.  Under
capital adequacy  guidelines and the regulatory  framework for prompt corrective
action,  First  Banks  and the  Subsidiary  Banks  must  meet  specific  capital
guidelines that involve quantitative measures of assets, liabilities and certain
off-balance-sheet  items as calculated  under regulatory  accounting  practices.
Capital amounts and classifications 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  First  Banks and the  Subsidiary  Banks to  maintain  minimum
amounts and ratios of total and Tier I capital  (as defined in the  regulations)
to  risk-weighted  assets,  and of Tier I capital to average assets.  Management
believes,  as of March 31, 2000,  First Banks and the Subsidiary Banks were each
well capitalized.

         As of March 31, 2000,  the most recent  notification  from First Banks'
primary  regulator  categorized  First  Banks and the  Subsidiary  Banks as well
capitalized under the regulatory  framework for prompt corrective  action. To be
categorized  as well  capitalized,  First  Banks and the  Subsidiary  Banks must
maintain minimum total risk-based,  Tier I risk-based and Tier I leverage ratios
as set forth in the table below.




<PAGE>


         At  March  31,  2000  and  December  31,  1999,  First  Banks'  and the
Subsidiary Banks' required and actual capital ratios were as follows:
<TABLE>
<CAPTION>

                                                                                                         To be well
                                                               Actual                                 capitalized under
                                                       -----------------------
                                                        March 31,  December 31,      For capital      prompt corrective
                                                          2000         1999       adequacy purposes   action provisions
                                                          ----         ----       -----------------   -----------------

         Total capital (to risk-weighted assets):
<S>                                                       <C>          <C>               <C>                <C>
              First Banks.............................    10.04%       10.05%            8.0%               10.0%
              First Bank..............................    10.55        10.60             8.0                10.0
              FB&T....................................    11.79        10.96             8.0                10.0
              FB California...........................    11.03        10.81             8.0                10.0
              FB Texas................................    12.25        12.42             8.0                10.0
              Redwood Bank............................    11.09        11.17             8.0                10.0
              Lippo Bank (1)..........................    13.61          --              8.0                10.0

         Tier 1 capital (to risk-weighted assets):
              First Banks.............................     8.15%        8.00%            4.0%                6.0%
              First Bank..............................     9.30         9.35             4.0                 6.0
              FB&T....................................    10.53         9.70             4.0                 6.0
              FB California...........................     9.77         9.56             4.0                 6.0
              FB Texas................................    11.00        11.17             4.0                 6.0
              Redwood Bank............................     9.97        10.15             4.0                 6.0
              Lippo Bank (1)..........................    12.36          --              4.0                 6.0

         Tier 1 capital (to average assets):
              First Banks.............................     7.57%        7.14%            3.0%                5.0%
              First Bank..............................     8.51         8.10             3.0                 5.0
              FB&T....................................     9.46         8.57             3.0                 5.0
              FB California...........................     9.69         9.95             3.0                 5.0
              FB Texas................................    10.27        10.39             3.0                 5.0
              Redwood Bank............................     8.47         8.48             3.0                 5.0
              Lippo Bank (1)..........................     7.93          --              3.0                 5.0
</TABLE>

        -------------------------
        (1)  Lippo Bank was acquired by FBA on February 29, 2000.

 (6)     BUSINESS SEGMENT RESULTS

         First Banks' business  segments are First Bank, FB California,  Redwood
Bank,  Lippo Bank,  FB Texas and FB&T.  The  reportable  business  segments  are
consistent with the management  structure of First Banks,  the Subsidiary  Banks
and the internal reporting system that monitors performance.

         Through the  respective  branch  networks,  First Bank, FB  California,
Redwood  Bank,  Lippo  Bank,  FB Texas and FB&T  provide  similar  products  and
services in four defined  geographic  areas.  The products and services  offered
include a broad range of commercial  and personal  banking  services,  including
certificates of deposit,  individual retirement and other time deposit accounts,
checking and other demand deposit accounts,  interest checking accounts, savings
accounts and money market  accounts.  Loans include  commercial  and  financial,
commercial and residential real estate, real estate construction and development
and consumer loans. Other financial services include mortgage banking, debit and
credit cards,  brokerage services,  credit-related  insurance,  automatic teller
machines,  telephone  account  access,  safe  deposit  boxes,  trust and private
banking services and cash management  services.  The revenues  generated by each
business segment consist  primarily of interest income,  generated from the loan
and investment security portfolios, and service charges and fees, generated from
the deposit  products  and  services.  The  products and services are offered to
customers primarily within their respective geographic areas, with the exception
of loan participations executed between the Subsidiary Banks.
<PAGE>

         The  business  segment  results  are  summarized  as  follows  and  are
consistent  with First  Banks'  internal  reporting  system and, in all material
respects,   with  generally   accepted   accounting   principles  and  practices
predominant in the banking and mortgage banking industries.
<TABLE>
<CAPTION>


                                              First Bank              FB California         Redwood Bank (1)       Lippo Bank (2)
                                       -------------------------  ----------------------  ----------------------   --------------
                                       March 31,    December 31,  March 31, December 31,  March 31, December 31,     March 31,
                                         2000           1999        2000        1999        2000       1999            2000
                                         ----           ----        ----        ----        ----       ----            ----
                                                                   (dollars expressed in thousands)

Balance sheet information:

<S>                                   <C>             <C>          <C>        <C>          <C>        <C>            <C>
Investment securities................ $  222,652     241,624      25,142     20,743       27,485     37,539         31,944
Loans, net of unearned discount......  2,705,376    2,527,649     380,446    379,632      142,228    138,902         41,148
Total assets.........................  3,136,666    3,028,046     471,257    431,838      193,928    199,988         98,355
Deposits.............................  2,738,103    2,689,671     406,058    367,563      167,110    173,703         76,431
Stockholders' equity.................    268,639      263,466      49,191     47,990       24,615     24,275         17,273
                                       =========     ========     =======    =======      =======    =======         ======




                                              First Bank             FB California        Redwood Bank (1)      Lippo Bank (2)
                                        ----------------------    ------------------     ------------------    ----------------
                                          Three months ended      Three Months ended     Three months ended       Month ended
                                               March 31,               March 31,               March 31,           March 31,
                                        ----------------------    ------------------     ------------------    ----------------
                                         2000            1999      2000         1999        2000       1999          2000
                                         ----            ----      ----         ----        ----       ----          ----

Income statement information:

Interest income......................   $ 58,758       53,173       9,758      8,000        3,933      1,180            534
Interest expense.....................     26,252       26,531       3,511      3,079        1,574        442            216
                                        --------     --------     -------    -------      -------    -------         ------
     Net interest income.............     32,506       26,642       6,247      4,921        2,359        738            318
Provision for loan losses............      2,600        2,100          90         60          132         --             --
                                        --------     --------     -------    -------      -------    -------         ------
     Net interest income after
       provision for loan losses.....     29,906       24,542       6,157      4,861        2,227        738            318
                                        --------     --------     -------    -------      -------    -------         ------
Noninterest income...................      6,994        7,588         676        609         (118)        26            116
Noninterest expense..................     19,806       19,020       3,615      3,699        1,500        438            442
                                        --------     --------     -------    -------      -------    -------         ------
     Income (loss) before provision
       (benefit) for income taxes
       and minority interest in
       income of subsidiary.........      17,094       13,110       3,218      1,771          609        326             (8)
Provision (benefit) for income taxes.      5,833        4,498       1,270        787          324        164             (7)
                                        --------     --------     -------    -------      -------    -------         ------
     Income (loss) before
        minority interest in
        income of subsidiary.........     11,261        8,612       1,948        984          285        162             (1)
Minority interest in income
        of subsidiary................         --           --          --         --           --         --             --
                                        --------     --------     -------    -------      -------    -------         ------
     Net income......................   $ 11,261        8,612       1,948        984          285        162             (1)
                                        ========     ========     =======    =======      =======    =======         ======
</TABLE>

-----------------

(1) Redwood Bank was acquired by FBA on March 4, 1999.
(2) Lippo Bank was  acquired by FBA on February 29, 2000 and will be merged into
    FB  California  during  the  second  quarter of 2000.
(3) Corporate  and  other  includes  $2.0  million   of   guaranteed   preferred
    debenture  expense, after applicable income tax benefit of $1.0  million for
    the  three months ended March 31, 2000 and 1999,  respectively. In addition,
    corporate and other includes FCG.



<PAGE>



<TABLE>
<CAPTION>





                                                                            Corporate, other
                                                                            and intercompany
                       FB Texas               First Bank & Trust         reclassifications (3)         Consolidated totals
               ------------------------    ------------------------     --------------------------   ------------------------
               March 31,   December 31,     March 31,   December 31,    March 31,     December 31,   March 31,   December 31,
                 2000          1999           2000          1999          2000            1999         2000          1999
                 ----          ----           ----          ----          ----            ----         ----          ----
                                             (dollars expressed in thousands)



<S>            <C>             <C>           <C>          <C>             <C>           <C>           <C>           <C>
               26,152          30,439        95,330       103,636         16,897        17,666        445,602       451,647
              214,473         213,731       739,040       736,828           (407)         (418)     4,222,304     3,996,324
              291,625         278,988       970,805       944,013        (27,793)      (15,126)     5,134,843     4,867,747
              255,517         244,248       839,754       804,976        (22,662)      (28,347)     4,460,311     4,251,814
               30,827          30,338       103,245       102,014       (185,549)     (173,178)       308,241       294,905
              =======         =======       =======       =======       ========      ========       ========     =========




                                                                           Corporate, other
                                                                           and intercompany
                       FB Texas               First Bank & Trust        reclassifications (3)         Consolidated totals
                ----------------------      ----------------------     ------------------------       -------------------
                  Three months ended          Three months ended         Three months ended            Three months ended
                       March 31,                   March 31,                  March 31,                     March 31,
                ----------------------      ----------------------     ------------------------       --------------------
                 2000            1999         2000           1999        2000             1999        2000            1999
                 ----            ----         ----           ----        ----             ----        ----            ----


                5,668           5,542        18,914        14,341            152           324         97,717       82,560
                2,289           2,162         7,508         6,199            937           553         42,287       38,966
               ------         -------       -------        ------       --------      --------       --------      -------
                3,379           3,380        11,406         8,142           (785)         (229)        55,430       43,594
                  120              30           640           300             --            --          3,582        2,490
               ------         -------       -------        ------       --------      --------       --------      -------

                3,259           3,350        10,766         7,842           (785)         (229)        51,848       41,104
               ------         -------       -------        ------       --------      --------       --------      -------
                  491             543         1,881         1,243           (476)         (406)         9,564        9,603
                2,109           2,279         7,016         6,552          3,305         3,499         37,793       35,487
               ------         -------       -------        ------       --------      --------       --------      -------



                1,641           1,614         5,631         2,533         (4,566)       (4,134)        23,619       15,220
                  587             555         2,222         1,123         (1,685)       (1,489)         8,544        5,638
               ------         -------       -------        ------       --------      --------       --------      -------

                1,054           1,059         3,409         1,410         (2,881)       (2,645)        15,075        9,582
                   --              --            --            --            488           311            488          311
               ------         -------       -------        ------       --------      --------       --------      -------
                1,054           1,059         3,409         1,410         (3,369)       (2,956)        14,587        9,271
               ======         =======       =======        ======       ========      ========       ========      =======
</TABLE>





<PAGE>





ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
                                  OF OPERATIONS

         The  discussion  set forth in  Management's  Discussion and Analysis of
Financial Condition and Results of Operations  contains certain  forward-looking
statements  with respect to the financial  condition,  results of operations and
business of First Banks. These forward-looking statements are subject to certain
risks and  uncertainties,  not all of which  can be  predicted  or  anticipated.
Factors  that  may  cause  actual  results  to  differ   materially  from  those
contemplated by the forward-looking  statements herein include market conditions
as well as  conditions  affecting  the banking  industry  generally  and factors
having  a  specific  impact  on  First  Banks,  including  but  not  limited  to
fluctuations  in  interest  rates  and in the  economy;  the  impact of laws and
regulations   applicable  to  First  Banks  and  changes  therein;   competitive
conditions  in the  markets  in  which  First  Banks  conducts  its  operations,
including  competition from banking and non-banking companies with substantially
greater resources than First Banks, some of which may offer and develop products
and services  not offered by First Banks;  the ability of First Banks to control
the  composition  of the loan portfolio  without  adversely  affecting  interest
income; and the ability of First Banks to respond to changes in technology. With
regard to First Banks' efforts to grow through acquisitions,  factors that could
affect the accuracy or  completeness  of  forward-looking  statements  contained
herein include the potential for higher than acceptable  operating costs arising
from the geographic  dispersion of the offices of First Banks,  as compared with
competitors  operating solely in contiguous  markets;  the competition of larger
acquirers with greater resources than First Banks, fluctuations in the prices at
which acquisition  targets may be available for sale and in the market for First
Banks'  securities;  and the potential for difficulty or unanticipated  costs in
realizing the benefits of particular  acquisition  transactions.  Readers of the
Form  10-Q  should  therefore  not  place  undue  reliance  on   forward-looking
statements.

                                     General

         First  Banks is a  registered  bank  holding  company  incorporated  in
Missouri and  headquartered  in St. Louis County,  Missouri.  At March 31, 2000,
First Banks had $5.13 billion in total assets, $4.22 billion in total loans, net
of unearned  discount,  $4.46  billion in total  deposits and $308.2  million in
total  stockholders'  equity.  First Banks operates  through its subsidiary bank
holding companies and financial  institutions  (collectively  referred to as the
Subsidiary Banks) and through its non-banking  subsidiary,  First Capital Group,
Inc., as follows:

      First Bank, headquartered in St. Louis County, Missouri (First Bank);
      First Bank & Trust, headquartered in Newport Beach, California (FB&T);
      First Capital Group, Inc., headquartered in Albuquerque, New Mexico (FCG);
      First Banks America, Inc., headquartered in St. Louis County, Missouri
          (FBA), and its wholly owned subsidiaries:
              First Bank Texas N.A., headquartered in Houston, Texas (FB Texas);
              First Bank of California,  headquartered in Roseville,  California
              (FB  California);
              Redwood Bank,  headquartered in San Francisco, California; and
              Lippo Bank, headquartered in San Francisco, California.

         The  Subsidiary  Banks  and FCG are  wholly  owned by their  respective
parent companies except FBA, which was 84.10% and 83.37% owned by First Banks at
March 31, 2000 and December 31, 1999, respectively.

         Through  the  Subsidiary  Banks,  First  Banks  offers a broad range of
commercial  and  personal  banking  services  including  certificate  of deposit
accounts,  individual  retirement and other time deposit accounts,  checking and
other demand deposit accounts,  interest checking accounts, savings accounts and
money market accounts.  Loans include  commercial,  financial and  agricultural,
real estate  construction  and  development,  commercial  and  residential  real
estate,  consumer and  installment,  student and Small  Business  Administration
loans.  Other financial  services  include  mortgage  banking,  credit and debit
cards, brokerage services,  credit-related insurance, automatic teller machines,
telephone  banking,  safe deposit boxes,  trust and private banking services and
cash management services.

         First Banks  centralizes  overall  corporate  policies,  procedural and
administrative  functions and operational  support  functions for the Subsidiary
Banks. Primary responsibility for managing the Subsidiary Banks remains with the
officers and directors.


<PAGE>


         The following table summarizes selected data about the Subsidiary Banks
at March 31, 2000:

<TABLE>
<CAPTION>
                                                                                        Loans, net of
                                                           Number of       Total          unearned          Total
                       Subsidiary Banks                    locations      assets          discount        deposits
                       ----------------                    ---------      ------          --------        --------
                                                                             (dollars expressed in thousands)

<S>                                                           <C>     <C>                <C>              <C>
         First Bank..................................         87      $ 3,136,666        2,705,376        2,738,103
         FB&T .......................................         27          970,805          739,040          839,754
         FBA:
              FB California..........................         11          471,257          380,446          406,058
              FB Texas...............................          6          291,625          214,473          255,517
              Redwood Bank...........................          4          193,928          142,228          167,110
              Lippo Bank.............................          3           98,355           41,148           76,431
</TABLE>

                               Financial Condition

         First Banks' total assets  increased by $260.0 million to $5.13 billion
from $4.87  billion at March 31, 2000 and December 31,  1999,  respectively.  As
discussed in Note 2 to the accompanying  consolidated financial statements,  the
acquisitions  of Lippo Bank and FCG provided  assets of $85.3  million and $64.6
million,  respectively.  Loans,  net of unearned  discount,  excluding the $40.9
million  and  $66.1  million  of  loans   acquired  from  Lippo  Bank  and  FCG,
respectively,  increased by $119.0  million,  which is further  discussed  under
"--Loans and Allowance for Loan Losses." Total deposits,  excluding the deposits
provided by the acquisition of Lippo Bank,  increased by $132.1 million to $4.46
billion at March 31,  2000.  The funds  generated  from the deposit  growth were
primarily  utilized to fund internal loan growth and the  acquisition of the FCG
leases, with the remainder temporarily invested in cash and cash equivalents. In
addition,  short-term borrowings and note payable increased to $98.6 million and
$74.0 million at March 31, 2000, respectively.

                              Results of Operations

Net Income

         Net income was $14.6 million for the three months ended March 31, 2000,
compared  to $9.3  million  for the  comparable  period  in 1999.  The  earnings
progress was primarily  driven by increased net interest  income  generated from
the  acquisitions  of Lippo  Bank,  FCG,  Century  Bank and  Redwood  Bank,  the
continued  change in the  composition  of the loan  portfolio,  an  increase  in
interest rates and internal loan growth. As previous mentioned,  the loan growth
was primarily funded through internal deposit growth.

         The  increase  in net  income  was  partially  offset  by an  increased
provision for loan losses,  as discussed  under  "--Loans and Allowance for Loan
Losses," and an increase in operating  expenses of $2.3 million to $37.8 million
from  $35.5  million  for the  three  months  ended  March  31,  2000 and  1999,
respectively.  The increased  operating expenses are reflective of the operating
expenses of Lippo Bank,  FCG,  Century Bank and Redwood Bank subsequent to their
respective  acquisition dates, increased salaries and employee benefit expenses,
increased  data  processing  fees  and  increased  amortization  of  intangibles
associated with the purchase of subsidiaries.

Net Interest Income

         Net interest income  (expressed on a tax equivalent  basis) improved to
$55.6 million, or 4.85% of  interest-earning  assets, for the three months ended
March 31, 2000, from $43.8 million, or 4.28% of interest-earning assets, for the
comparable  period in 1999.  The  improved  net  interest  income  is  primarily
attributable to the net  interest-earning  assets provided by the aforementioned
acquisitions,  internal loan growth and an increase in the  prime-lending  rate.
For the three  months  ended March 31,  2000,  loans,  on average,  increased by
$461.0 million from the comparable period in 1999.  Contributing  further to the
improved net interest income is the reduced aggregate weighted average rate paid
on interest-bearing  liabilities.  For the three months ended March 31, 2000 and
1999,  respectively,  the  aggregate  weighted  average rate paid on the deposit
portfolio  decreased  to 4.31% from 4.41%,  reflecting  First  Banks'  continual
process of realigning the deposit portfolios of acquired  entities,  competitive
pricing and enhanced  products and services.  This decrease was partially offset
by an increase in the weighted  average rates paid on short-term  borrowings and
notes  payable and other to 5.12% and 7.13% for the three months ended March 31,
2000,  respectively,  from  4.86% and 6.43% for the  comparable  period in 1999,
respectively,  reflecting an increase in the average  balance of these financial
instruments.


<PAGE>
         The following  table sets forth,  on a  tax-equivalent  basis,  certain
information  relating to First Banks' average balance  sheets,  and reflects the
average  yield  earned  on   interest-earning   assets,   the  average  cost  of
interest-bearing  liabilities  and the  resulting  net  interest  income for the
periods indicated.
<TABLE>
<CAPTION>
                                                                         For the three months ended March 31,
                                                               -----------------------------------------------------
                                                                         2000                         1999
                                                               ------------------------     ------------------------
                                                                        Interest                    Interest
                                                               Average   income/ Yield/     Average  income/  Yield/
                                                               balance   expense  rate      balance  expense   rate
                                                               -------   -------  ----      -------  -------  -----
                                                                         (dollars expressed in thousands)
                            ASSETS
                            ------
Interest-earning assets:
<S>                                                          <C>          <C>      <C>   <C>          <C>      <C>
    Loans (1) (2) (3)(4) .................................   $4,086,591   89,753   8.83% $3,625,581   74,761   8.36%
    Investment securities (4) ............................      440,803    7,002   6.39     510,844    7,807   6.20
    Federal funds sold....................................       81,320    1,126   5.57      14,854      193   5.27
    Other.................................................        2,231       43   7.75       1,074       30  11.33
                                                             ----------  -------         ----------  -------
         Total interest-earning assets....................    4,610,945   97,924   8.54   4,152,353   82,791   8.09
                                                                         -------                     -------
Nonearning assets.........................................      351,309                     343,402
                                                             ----------                  ----------
         Total assets.....................................   $4,962,254                  $4,495,755
                                                             ==========                  ==========

                        LIABILITIES AND
                     STOCKHOLDERS' EQUITY
                     --------------------
Interest-bearing liabilities:
    Interest-bearing deposits:
       Interest-bearing demand deposits...................   $  423,088    1,465   1.39% $  371,174    1,114   1.22%
       Savings deposits...................................    1,225,323   11,636   3.82   1,212,273   10,929   3.66
       Time deposits of $100 or more (3)..................      236,937    3,014   5.12     213,461    2,918   5.54
       Other time deposits (3)............................    1,847,003   23,908   5.21   1,618,772   22,214   5.57
                                                             ----------  -------         ----------  -------
         Total interest-bearing deposits..................    3,732,351   40,023   4.31   3,415,680   37,175   4.41
    Short-term borrowings (3).............................       87,183    1,109   5.12      83,256      998   4.86
    Notes payable and other...............................       65,126    1,155   7.13      50,001      793   6.43
                                                             ----------  -------         ----------  -------
         Total interest-bearing liabilities...............    3,884,660   42,287   4.38   3,548,937   38,966   4.45
                                                                         -------                     -------
Noninterest-bearing liabilities:
    Demand deposits.......................................      587,417                     508,451
    Other liabilities.....................................      194,914                     171,607
                                                             ----------                  ----------
         Total liabilities................................    4,666,991                   4,228,995
Stockholders' equity......................................      295,263                     266,760
                                                             ----------                  ----------
         Total liabilities and stockholders' equity.......   $4,962,254                  $4,495,755
                                                             ==========                  ==========
Net interest income.......................................                55,637                      43,825
                                                                         =======                     =======
Interest rate spread......................................                         4.16                        3.64
Net interest margin.......................................                         4.85%                       4.28%
                                                                                   ====                        ====
</TABLE>
------------------------
(1)   For purposes of these computations,  nonaccrual  loans are included in the
      average loan amounts.
(2)   Interest income on loans includes loan fees.
(3)   Includes the effects of interest rate exchange agreements.
(4)   Information is presented on a tax-equivalent  basis assuming a tax rate of
      35%.  The  tax-equivalent  adjustments  were  approximately  $207,000  and
      $231,000 for the three months ended March 31, 2000 and 1999, respectively.

Provision for Loan Losses

         The provision for loan losses was $3.6 million and $2.5 million for the
three  months ended March 31, 2000 and 1999,  respectively.  The increase in the
provision for loan losses is primarily  attributable to the continued growth and
changing  composition of the loan portfolio.  Loan charge-offs were $3.2 million
for the three months ended March 31, 2000, in comparison to $1.9 million for the
comparable  period in 1999.  This increase in loan  charge-offs is reflective of
overall growth,  both internal and through  acquisitions,  in the loan portfolio
and increased risk  associated  with the continued  change in the composition of
the loan portfolio.  For the three months ended March 31, 2000, loan charge-offs
include a charge-off of $1.6 million on a single loan. Loan recoveries increased
to $4.1  million for the three months ended March 31, 2000 from $2.2 million for
the  comparable  period in 1999  reflecting  management's  continued  aggressive
collection  efforts.  The acquisitions of Lippo Bank,  completed on February 29,
2000, and Redwood Bank,  completed on March 4, 1999,  provided $799,000 and $1.5
million, respectively, in additional allowance for loan losses.


<PAGE>


         Tables summarizing  nonperforming assets, past-due loans and charge-off
and recovery  experience  are  presented  under  "--Loans and Allowance for Loan
Losses."

Noninterest Income

         Noninterest  income was $9.6  million for the three  months ended March
31, 2000 and 1999.  Noninterest  income consists primarily of service charges on
deposit accounts and customer service fees,  mortgage banking revenues and other
income.

         Service charges on deposit accounts and customer service fees increased
by $700,000 to $4.6  million  from $3.9 million for the three months ended March
31, 2000 and 1999,  respectively.  The increase in service  charges and customer
service fees is  attributable  to (a)  increased  deposit  balances  provided by
internal growth;  (b) the  acquisitions of Lippo Bank,  Century Bank and Redwood
Bank;  (c)  additional  products  and services  available  and utilized by First
Banks'  expanding  base of retail and  commercial  customers;  (d) increased fee
income resulting from revisions of customer service charge rates effective April
1, 1999 and  enhanced  control of fee  waivers;  and (e)  increased  interchange
income  associated with automatic  teller machine  services and debit and credit
cards.

         The gain on mortgage loans sold and held for sale decreased $900,000 to
$1.4  million  from $2.3  million for the three  months ended March 31, 2000 and
1999, respectively.  This decrease is primarily attributable to a reduced volume
of loans  originated  and sold  commensurate  with the increase in mortgage loan
rates experienced during the first quarter of 2000.

         The net gain on sales of available-for-sale securities was $379,000 and
$677,000 for the three months ended March 31, 2000 and 1999, respectively. These
gains primarily resulted from sales of  available-for-sale  securities necessary
to facilitate  the funding of First Banks' loan growth.  The decrease in the net
gain  reflects  the sales of  certain  investment  securities  held by  acquired
institutions that did not meet First Banks' overall investment objectives, which
resulted in a loss upon liquidation of these investment securities.

         The net loss on trading  securities  of $303,000  for the three  months
ended March 31, 1999  resulted  from the  termination  of First  Banks'  trading
division,  effective  December  31,  1998,  and the  liquidation  of all trading
securities during the first quarter of 1999.

         Other income was $3.2 million for the three months ended March 31, 2000
in comparison  to $3.0 million for the  comparable  period in 1999.  The primary
components  of the increase are  attributable  to income  earned on First Banks'
investment in bank-owned life insurance and increased  rental fees received from
First Services, L.P. for the use of data processing and other equipment owned by
First Banks.  The increase in such fees is commensurate  with the replacement of
First Banks' teller system and certain other technological  upgrades,  including
local and wide area network-based  systems,  networks,  core processors and item
processing  equipment that were replaced in 1999 in  conjunction  with Year 2000
compliance preparations.  See Note 4 to the accompanying  consolidated financial
statements for further information regarding transactions with related parties.

Noninterest Expense

         Noninterest  expense  increased  to $37.8  million for the three months
ended March 31, 2000 from $35.5 million for the  comparable  period in 1999. The
increase is  reflective  of: (a) the  noninterest  expense of Lippo  Bank,  FCG,
Century Bank and Redwood Bank subsequent to their respective  acquisition dates,
including certain nonrecurring expenses associated with those acquisitions;  (b)
increased salaries and employee benefit expenses;  (c) increased data processing
fees; and (d) increased amortization of intangibles associated with the purchase
of  subsidiaries.  The overall  increase in  noninterest  expense was  partially
offset  by  decreases  in legal,  examination  and  professional  fees and other
expense.

         Salaries and employee benefits were $16.9 million and $14.5 million for
the three  months ended March 31, 2000 and 1999,  respectively.  The increase is
attributable to the  aforementioned  acquisitions  and is also reflective of the
competitive  environment in the employment  market that has resulted in a higher
demand for limited  resources,  thus  escalating  industry  salary and  employee
benefit costs associated with employing and retaining qualified personnel.
<PAGE>

         Occupancy,  net of rental income,  and furniture and equipment  expense
were $3.2  million and $2.7  million for the three  months ended March 31, 2000,
respectively,  in comparison to $2.9 million and $1.9 million for the comparable
period in 1999,  respectively.  The  increase is primarily  attributable  to the
aforementioned  acquisitions,  the  relocation of certain  California  and Texas
branches and increased  depreciation  expense  associated with numerous  capital
expenditures  made throughout 1999 including the  implementation of First Banks'
new teller system.

         Data  processing  fees were $5.2 million and $4.5 million for the three
months  ended  March  31,  2000  and  1999,  respectively.  The  increased  data
processing  fees are  attributable  to  growth  and  technological  advancements
consistent  with  First  Banks'  product  and  service  offerings,  upgrades  to
technological  equipment,  networks  and  communication  channels  and  external
third-party data processing fees associated with Lippo Bank.

         Legal,  examination  and  professional  fees  decreased  by $331,000 to
$989,000  from $1.3  million for the three months ended March 31, 2000 and 1999,
respectively.  The decrease in these fees is primarily attributable to a decline
in First Banks'  utilization  of external  consultants  who provided  assistance
throughout  1999  associated  with the  development  and  expansion  of selected
business  initiatives.  In  addition,  the  decrease is also  reflective  of the
settlement of certain litigation completed in 1999.

         Other  expense  decreased  by $1.3  million to $4.9  million  from $6.2
million for the three months ended March 31, 2000 and 1999, respectively.  Other
expense is comprised of numerous general  administrative  expenses including but
not  limited to  travel,  meals and  entertainment,  insurance,  FDIC  premiums,
communications,  advertising  and  business  development,  freight  and  courier
services,  correspondent  bank charges,  amortization of intangibles  associated
with the purchase of subsidiaries, miscellaneous losses and recoveries and sales
taxes.  The decrease in such  expenditures  is a function of: (a) reduced  fraud
losses;  (b)  recoveries  from loans of  acquired  entities  that had been fully
charged-off  prior to the  acquisition  dates;  and (c)  management's  continued
efforts to  control  these  costs.  Offsetting  the  overall  decrease  in other
expenses was an increase of $174,000 in amortization  of intangibles  associated
with the  purchase  of  subsidiaries,  which  is  directly  associated  with the
completion of the aforementioned acquisitions.

                          Interest Rate Risk Management

         First Banks utilizes off-balance-sheet derivative financial instruments
to assist in the  management  of  interest  rate  sensitivity  and to modify the
repricing,  maturity and option  characteristics of on-balance-sheet  assets and
liabilities.  The use of  such  derivative  financial  instruments  is  strictly
limited to  reducing  the  interest  rate  exposure of First  Banks.  Derivative
financial instruments held by First Banks for purposes of managing interest rate
risk are summarized as follows:
<TABLE>
<CAPTION>

                                                                    March 31, 2000             December 31, 1999
                                                                ----------------------      --------------------
                                                                Notional       Credit       Notional       Credit
                                                                 amount       exposure       amount       exposure
                                                                 ------       --------       ------       --------
                                                                         (dollars expressed in thousands)

     Interest rate swap agreements - pay
<S>                                                            <C>                <C>       <C>           <C>
         adjustable rate, receive adjustable rate............  $      --          --        500,000           --
     Interest rate swap agreements - pay
         adjustable rate, receive fixed rate.................    455,000          40        455,000        3,349
     Interest rate floor agreements..........................     35,000          11         35,000           13
     Interest rate cap agreements............................     10,000           4         10,000           26
     Forward commitments to sell
         mortgage-backed securities..........................     29,000          --         33,000           --
                                                               =========         ===        =======       ======
</TABLE>

         The  notional  amounts  of  derivative  financial  instruments  do  not
represent amounts exchanged by the parties and, therefore,  are not a measure of
First  Banks'  credit   exposure   through  its  use  of  derivative   financial
instruments.  The amounts and the other terms of the  derivatives are determined
by  reference to the notional  amounts and other terms of the  derivatives.  The
credit  exposure  represents the accounting  loss First Banks would incur in the
event the counterparties  failed completely to perform according to the terms of
the derivative  financial  instruments  and the  collateral  held to support the
credit exposure was of no value.




<PAGE>


         During 1998,  First Banks entered into $280.0 million  notional  amount
interest rate swap  agreements.  The swap  agreements  effectively  lengthen the
repricing  characteristics of certain interest-earning assets to correspond more
closely with its funding source with the objective of stabilizing cash flow, and
accordingly,  net interest  income,  over time.  The swap  agreements  initially
provided  for  First  Banks  to  receive  a fixed  rate of  interest  and pay an
adjustable rate equivalent to the 90-day London Interbank Offering Rate (LIBOR).
In March 2000,  the terms of the swap  agreements  were modified such that First
Banks  currently  pays an  adjustable  rate of interest  equivalent to the daily
weighted  average  prime  lending  rate  minus  2.705%.  The  terms  of the swap
agreements  provide  for  First  Banks  to pay  quarterly  and  receive  payment
semiannually. The amount receivable by First Banks under the swap agreements was
$853,000 and $4.1 million at March 31, 2000 and December 31, 1999, respectively,
and the amount payable by First Banks under the swap agreements was $779,000 and
$770,000 at March 31, 2000 and December 31, 1999, respectively.

         During May 1999,  First  Banks  entered  into $500.0  million  notional
amount  interest rate swap  agreements with the objective of stabilizing the net
interest  margin during the six-month  period  surrounding the Year 2000 century
date  change.  The swap  agreements  provided  for  First  Banks to  receive  an
adjustable  rate of interest  equivalent to the daily  weighted  average  30-day
LIBOR and pay an adjustable  rate of interest  equivalent to the daily  weighted
average prime lending rate minus 2.665%. The terms of the swap agreements, which
had an effective  date of October 1, 1999 and a maturity date of March 31, 2000,
provided  for First Banks to pay and receive  interest  on a monthly  basis.  In
January  2000,  First  Banks  determined  these swap  agreements  were no longer
necessary  based  upon the  results  of the Year 2000  century  date  change and
terminated these agreements at a cost of $150,000.

         During September 1999, First Banks entered into $175.0 million notional
amount  interest  rate swap  agreements  to  effectively  lengthen the repricing
characteristics  of certain  interest-earning  assets to correspond more closely
with its  funding  source  with the  objective  of  stabilizing  cash flow,  and
accordingly,  net interest  income,  over time. The swap agreements  provide for
First  Banks to  receive a fixed rate of  interest  and pay an  adjustable  rate
equivalent to the weighted  average prime lending rate minus 2.70%. The terms of
the swap  agreements  provide for First  Banks to pay and receive  interest on a
quarterly basis. The amount  receivable by First Banks under the swap agreements
was $119,000 at March 31, 2000 and December 31, 1999,  and the amount payable by
First Banks under the swap  agreements  was  $153,000  and $141,000 at March 31,
2000 and December 31, 1999, respectively.

         The maturity dates, notional amounts, interest rates paid and received,
and fair values of interest  rate swap  agreements  outstanding  as of March 31,
2000 and December 31, 1999 were as follows:
<TABLE>
<CAPTION>

                                                                  Notional   Interest rate Interest rate  Fair value
                       Maturity date                               amount        paid        received     gain (loss)
                       -------------                               ------        ----        --------     -----------
                                                                         (dollars expressed in thousands)

         March 31, 2000:
<S>                    <C> <C>                                 <C>               <C>           <C>       <C>
             September 27, 2001..............................  $   75,000        6.30%         6.14%     $    (932)
             September 27, 2001..............................      45,000        6.30          6.14           (559)
             September 27, 2001..............................      40,000        6.30          6.14           (497)
             September 27, 2001..............................      15,000        6.30          6.14           (186)
             June 11, 2002...................................      15,000        6.30          6.00           (362)
             September 16, 2002..............................     175,000        6.30          5.36         (7,229)
             September 16, 2002..............................      20,000        6.30          5.36           (826)
             September 18, 2002..............................      40,000        6.30          5.33         (1,691)
             September 18, 2002..............................      30,000        6.30          5.33         (1,268)
                                                               ----------                                ----------
                                                               $  455,000        6.30          5.68      $ (13,550)
                                                               ==========       =====         =====      =========

         December 31, 1999:
             March 31, 2000..................................  $  350,000        5.84%         6.45%     $      87
             March 31, 2000..................................      75,000        5.84          6.45             19
             March 31, 2000..................................      50,000        5.84          6.45             12
             March 31, 2000..................................      25,000        5.84          6.45              6
             September 27, 2001..............................      75,000        5.80          6.14           (685)
             September 27, 2001..............................      45,000        5.80          6.14           (411)
             September 27, 2001..............................      40,000        5.80          6.14           (365)
             September 27, 2001..............................      15,000        5.80          6.14           (137)
             June 11, 2002...................................      15,000        6.12          6.00           (291)
             September 16, 2002..............................     175,000        6.12          5.36         (6,574)
             September 16, 2002..............................      20,000        6.12          5.36           (751)
             September 18, 2002..............................      40,000        6.14          5.33         (1,543)
             September 18, 2002..............................      30,000        6.14          5.33         (1,157)
                                                               ----------                                ---------
                                                               $  955,000        5.91          6.08      $ (11,790)
                                                               ==========       =====         =====      =========
</TABLE>
<PAGE>

         In the event of early termination of the interest rate swap agreements,
the net proceeds received or paid are deferred and amortized over the shorter of
the remaining  contract life or the maturity of the related asset.  If, however,
the  amount of the  underlying  asset is repaid,  then the fair  value  gains or
losses on the interest rate swap  agreements are  recognized  immediately in the
consolidated statements of income.

         First Banks also  utilizes  interest  rate cap and floor  agreements to
limit the interest expense associated with certain interest-bearing  liabilities
and  the  net  interest  expense  of  certain  interest  rate  swap  agreements,
respectively.  At March 31, 2000 and December 31, 1999, the unamortized costs of
these  agreements were $11,000 and $32,000,  respectively,  and were included in
other assets.

         Derivative  financial  instruments  issued by First  Banks  consist  of
commitments to originate  fixed-rate loans.  Commitments to originate fixed-rate
loans  consist   primarily  of  residential   real  estate  loans.   These  loan
commitments, net of estimated underwriting fallout, and loans held for sale were
$34.1  million  and $31.5  million  at March 31,  2000 and  December  31,  1999,
respectively. These net loan commitments and loans held for sale are hedged with
forward contracts to sell mortgage-backed  securities of $29.0 million and $33.0
million at March 31, 2000 and December 31, 1999, respectively.  Gains and losses
from forward contracts are deferred and included in the cost basis of loans held
for sale.  At March 31, 2000 and December 31, 1999,  the net  unamortized  gains
were $562,000 and $838,000,  respectively. Such gains and losses were applied to
the  carrying  value of the loans  held for sale as part of the lower of cost or
market valuation.

                       Loans and Allowance for Loan Losses

         Interest earned on the loan portfolio  represents the principal  source
of income for First Banks and its Subsidiary  Banks.  Interest and fees on loans
were 91.8% and 90.4% of total  interest  income for the three months ended March
31,  2000  and  1999,  respectively.  Total  loans,  net of  unearned  discount,
increased  $220.0 million to $4.22 billion,  or 82.2% of total assets,  at March
31, 2000,  compared to $4.00 billion,  or 82.1% of total assets, at December 31,
1999. The increase in loans, as summarized on the  consolidated  balance sheets,
is  primarily  attributable  to the  acquisitions  of Lippo Bank and FCG,  which
provided loans, net of unearned of discount, of $40.9 million and $64.6 million,
respectively,  and the continued growth and  diversification  of the commercial,
financial and  agricultural and commercial real estate mortgage loan portfolios.
This increase was partially  offset by a decline in the consumer and installment
portfolio of $86.5  million  reflecting  reductions  in new loan volumes and the
repayment of principal on the existing portfolio.  This is consistent with First
Banks' objectives of de-emphasizing  indirect  automobile lending and increasing
commercial lending.

         Nonperforming  assets include nonaccrual loans,  restructured loans and
other real estate.  The following table presents the categories of nonperforming
assets and certain ratios as of the dates indicated:
<TABLE>
<CAPTION>

                                                                                    March 31,     December 31,
                                                                                      2000            1999
                                                                                      ----            ----
                                                                                 (dollars expressed in thousands)

         Commercial, financial and agricultural:
<S>                                                                                <C>                <C>
              Nonaccrual........................................................   $  14,797          18,397
              Restructured terms................................................          22              29
         Real estate construction and development:
              Nonaccrual........................................................         975           1,886
         Real estate mortgage:
              Nonaccrual........................................................      15,053          16,414
              Restructured terms................................................       2,981           2,979
         Consumer and installment:
              Nonaccrual........................................................         456              32
                                                                                   ---------       ---------
                  Total nonperforming loans.....................................      34,284          39,737
         Other real estate......................................................       1,752           2,129
                                                                                   ---------       ---------
                  Total nonperforming  assets...................................   $  36,036          41,866
                                                                                   =========       =========

         Loans, net of unearned discount........................................   4,222,304       3,996,324
                                                                                   =========       =========

         Loans past due 90 days or more and still accruing......................       3,143           5,844
                                                                                   =========       =========

         Allowance for loan losses to loans.....................................        1.75%           1.72%
         Nonperforming loans to loans...........................................        0.81            0.99
         Allowance for loan losses to nonperforming loans.......................      215.43          172.66
         Nonperforming assets to loans and other real estate....................        0.85            1.05
                                                                                  ==========        ========
</TABLE>


<PAGE>
         Nonperforming  loans (also considered  impaired  loans),  consisting of
loans on nonaccrual status and certain restructured loans, were $34.3 million at
March 31, 2000 in comparison to $39.7 million at December 31, 1999. The decrease
in nonperforming loans is almost solely attributable to a decrease in nonaccrual
loans of $5.4 million,  continued aggressive collection efforts and management's
continued  efforts to  effectively  monitor  and manage the loan  portfolios  of
acquired entities.

         The following  table presents a summary of loan loss experience for the
periods indicated:
<TABLE>
<CAPTION>
                                                                                         Three months ended
                                                                                              March 31,
                                                                                        -------------------
                                                                                        2000          1999
                                                                                        ----          ----
                                                                                 (dollars expressed in thousands)

<S>                                                                                     <C>           <C>
         Allowance for loan losses, beginning of period...........................   $  68,611        60,970
              Acquired allowances for loan losses.................................         799         1,466
                                                                                     ---------     ---------
                                                                                        69,410        62,436
                                                                                      --------     ---------
              Loans charged-off...................................................      (3,214)       (1,911)
              Recoveries of loans previously charged-off..........................       4,081         2,224
                                                                                     ---------     ---------
              Net loan recoveries.................................................         867           313
                                                                                     ---------     ---------
              Provision for loan losses...........................................       3,582         2,490
                                                                                     ---------     ---------
         Allowance for loan losses, end of period.................................   $  73,859        65,239
                                                                                     =========     =========
</TABLE>
         The  allowance  for loan losses is monitored on a monthly  basis.  Each
month, the credit  administration  department  provides First Banks'  management
with detailed  lists of loans on the watch list and summaries of the entire loan
portfolio  of each  Subsidiary  Bank by risk  rating.  These are  combined  with
analyses of changes in the risk profiles of the portfolios,  changes in past due
and  nonperforming  loans and  changes in watch list and  classified  loans over
time. In this manner,  the overall  increases or decreases in the levels of risk
in the  portfolios  are monitored  continually.  Factors are applied to the loan
portfolios  for each  category of loan risk to  determine  acceptable  levels of
allowance for loan losses.  These factors are derived  primarily from the actual
loss experience of the Subsidiary  Banks and from published  national surveys of
norms in the industry. The calculated allowances required for the portfolios are
then  compared to the actual  allowance  balances to  determine  the  provisions
necessary  to maintain  the  allowances  at  appropriate  levels.  In  addition,
management  exercises  judgment in its analysis of determining the overall level
of the allowance  for loan losses.  In its  analysis,  management  considers the
change in the  portfolio,  including  growth,  composition  and the ratio of net
loans to total assets, and the economic conditions of the regions in which First
Banks  operates.  Based  on this  quantitative  and  qualitative  analysis,  the
allowance  for loan losses is adjusted.  Such  adjustments  are reflected in the
consolidated statements of income.

                                    Liquidity

         The liquidity of First Banks and the Subsidiary Banks is the ability to
maintain  a cash  flow  which  is  adequate  to fund  operations,  service  debt
obligations and meet  obligations and other  commitments on a timely basis.  The
Subsidiary  Banks  receive  funds for liquidity  from  customer  deposits,  loan
payments,  maturities  of  loans  and  investments,  sales  of  investments  and
earnings. In addition, First Banks and the Subsidiary Banks may avail themselves
of more  volatile  sources of funds  through  the  issuance of  certificates  of
deposit in denominations of $100,000 or more, federal funds borrowed, securities
sold under agreements to repurchase, borrowings from the Federal Home Loan Banks
and other borrowings,  including First Banks' $100 million Credit Agreement. The
aggregate  funds  acquired from these more volatile  sources were $522.4 million
and $476.8 million at March 31, 2000 and December 31, 1999, respectively.

         The following table presents the maturity  structure of volatile funds,
which  consists  of  certificates  of deposit of  $100,000  or more,  short-term
borrowings and the note payable, at March 31, 2000:
<TABLE>
<CAPTION>
                                                                                          March 31, 2000
                                                                                          --------------
                                                                                 (dollars expressed in thousands)

<S>                                                                                         <C>
         Three months or less..........................................................     $ 287,989
         Over three months through six months..........................................        93,823
         Over six months through twelve months.........................................        80,108
         Over twelve months............................................................        60,466
                                                                                            ---------
                Total..................................................................     $ 522,386
                                                                                            =========
</TABLE>

<PAGE>


         In addition to these more  volatile  sources of funds,  in 1999,  First
Bank, FB&T, FB California and FB Texas established borrowing  relationships with
the  Federal  Reserve  Banks  in their  respective  districts.  These  borrowing
relationships,  which are secured by  commercial  loans,  provide an  additional
liquidity facility that may be utilized for contingency  purposes.  At March 31,
2000, First Banks' borrowing  capacity under these agreements was  approximately
$1.25 billion.  In addition,  the Subsidiary  Banks' borrowing  capacity through
their  relationships  with the Federal Home Loan Banks was approximately  $306.6
million at March 31, 2000.

         Management  believes the available  liquidity and operating  results of
the  Subsidiary  Banks will be  sufficient  to  provide  funds for growth and to
permit the  distribution  of  dividends  to First Banks  sufficient  to meet its
operating  and debt service  requirements,  both on a short-term  and  long-term
basis.

                             Year 2000 Compatibility

         First Banks and the Subsidiary  Banks were subject to risks  associated
with the "Year 2000" issue,  a term which  referred to  uncertainties  about the
ability of various data  processing  hardware and software  systems to interpret
dates  correctly   surrounding  the  beginning  of  the  Year  2000.   Financial
institutions were  particularly  vulnerable to Year 2000 issues because of heavy
reliance in the  industry  on  electronic  data  processing  and funds  transfer
systems.

         First Banks successfully  completed all phases of its Year 2000 program
(Program)  within  the  appropriate  timeframes  established  by the  regulatory
agencies.  In addition,  First Banks did not encounter any significant  business
disruptions  or  processing  problems as a result of the Year 2000  century date
change.  Furthermore,  management is unaware of any Year 2000 issues encountered
by First Banks' more significant  borrowers and vendors that would inhibit their
ability to repay obligations or provide goods or services. The total cost of the
Program was $14.9 million,  comprised of capital  improvements  of $12.3 million
and direct expenses  reimbursable to First Services,  L.P. of $2.6 million.  The
capital  improvements  are being charged to expense in the form of  depreciation
expense or lease  expense,  generally  over a period of 60 months.  First  Banks
incurred direct expenses  related to the Program of  approximately  $180,000 and
$450,000 for the three months  ended March 31, 2000 and 1999,  respectively  and
$1.8 million for the year ended December 31, 1999.

                       Effects of New Accounting Standards

         In June 1998, the Financial  Accounting  Standards  Board (FASB) issued
Statement of Financial  Accounting  Standards  (SFAS) No. 133 -- Accounting  for
Derivative  Instruments and Hedging  Activities (SFAS 133). SFAS 133 establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts,  and for hedging activities.
SFAS 133 requires that an entity  recognize all  derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value.  If certain  conditions are met, a derivative may be specifically
designated as a hedge in one of three categories.  The accounting for changes in
the fair  value of a  derivative  (that is,  gains and  losses)  depends  on the
intended use of the derivative and the resulting designation. Under SFAS 133, an
entity that elects to apply hedge  accounting is required to  establish,  at the
inception of the hedge,  the method it will use for assessing the  effectiveness
of the hedging  derivative  and the  measurement  approach for  determining  the
ineffective  aspect of the hedge.  Those  methods  must be  consistent  with the
entity's  approach to managing risk.  SFAS 133 applies to all entities.  In June
1999, the FASB issued SFAS No. 137 -- Accounting for Derivative  Instruments and
Hedging  Activities - Deferral of the Effective  Date of FASB Statement No. 133,
an Amendment of FASB  Statement No. 133, which defers the effective date of SFAS
133 from fiscal years  beginning  after June 15, 1999 to fiscal years  beginning
after June 15, 2000.  Initial  application  should be as of the  beginning of an
entity's fiscal quarter; on that date, hedging  relationships must be designated
and  documented  pursuant to the  provisions  of SFAS 133,  as amended.  Earlier
application  of all of the  provisions is encouraged but is permitted only as of
the beginning of any fiscal  quarter that begins after the issuance date of SFAS
133, as  amended.  Additionally,  SFAS 133,  as  amended,  should not be applied
retroactively to financial statements of prior periods. First Banks is currently
evaluating the requirements of SFAS 133, as amended,  to determine its potential
impact on the consolidated financial statements.


<PAGE>


       ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         At December 31, 1999, First Banks' risk management program's simulation
model  indicated  a loss of  projected  net  interest  income  in the event of a
decline in interest  rates.  While a decline in interest  rates of less than 100
basis  points was  projected  to have a minimal  impact on the earnings of First
Banks,  a decline in interest  rates of 100 basis  points  indicated a projected
pre-tax loss  equivalent to  approximately  7.1% of net interest income based on
assets and  liabilities  at December  31, 1999.  At March 31, 2000,  First Banks
remains in an  "asset-sensitive"  position and thus, remains subject to a higher
level  of  risk  in  a  declining   interest-rate   environment.   First  Banks'
asset-sensitive position, coupled with the recent increases in the prime lending
rate, is reflected in First Banks'  increased net interest  income for the three
months  ended  March  31,  2000  as  further   discussed  under   "--Results  of
Operations."  During  the three  months  ended  March  31,  2000,  First  Banks'
asset-sensitive  position  and overall  susceptibility  to market risks have not
changed significantly.



<PAGE>


                           Part II - OTHER INFORMATION


                           ITEM 1 - LEGAL PROCEEDINGS

         Since  1996,  the  former  majority  owner  of Lippo  Bank and  various
entities with which he is associated,  including Lippo Bank, have been a subject
of federal investigations involving alleged financial improprieties with respect
to federal election campaign laws. These alleged improprieties relate to various
transactions  occurring between 1988 and 1996,  particularly with respect to the
1996  U.S.  Presidential  campaign.   Lippo  Bank,  which  has  cooperated  with
authorities  conducting the investigations,  has been informed that in the event
other persons or entities,  which are the principal focus of the investigations,
are  charged in  connection  with these  alleged  improprieties,  it may also be
charged  in either  civil or  criminal  proceedings.  All of the  matters  under
investigation  occurred years before FBA's acquisition of Lippo Bank in February
2000.  In the course of  negotiating  the  acquisition  of Lippo  Bank,  FBA was
informed of the ongoing  investigations  and their potential  outcome,  and took
steps to protect itself against financial loss from this matter.  These included
establishment  of an accrual for  anticipated  legal defense costs and an escrow
arrangement  pursuant to which Lippo Bank's former majority owner is required to
indemnify FBA for certain costs. FBA, with the advice of legal counsel, believes
that if any charges were to be instituted, the resolution thereof would not have
a material adverse financial effect on FBA.

                    ITEM 6- EXHIBITS AND REPORTS ON FORM 8-K

(a) The exhibits are numbered in  accordance  with the Exhibit Table of Item 601
    of Regulation S-K.

      Exhibit Number                           Description
      --------------                           -----------

            27                 Article 9 - Financial Data Schedule (EDGAR only)

(b) First Banks filed no reports on Form 8-K during the three months ended March
    31, 2000.




<PAGE>


                                   SIGNATURES


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

                                    FIRST BANKS, INC.



                                    By: /s/  James F. Dierberg
                                        ---------------------------------------
                                             James F. Dierberg
                                             Chairman of the Board of Directors
                                             and Chief Executive Officer
May 10, 2000                                 (Principal Executive Officer)



                                    By: /s/  Frank H. Sanfilippo
                                        ---------------------------------------
                                             Frank H. Sanfilippo
                                             Executive Vice President and
                                             Chief Financial Officer
May 10, 2000                                 (Principal Financial and
                                             Accounting Officer)