SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549



                                    FORM 10-Q

[X]       QUARTERLY REPORT PURSUANT TO SECTION  13  OR 15(d)  OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1998

                                       OR

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

For the transition period from              to

Commission file number 0-20632


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

              MISSOURI                                     43-1175538
              --------                                     ----------
   (State or other jurisdiction of                      (I.R.S. Employer
    incorporation or organization)                     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 practicable date.

                                                      Outstanding at
             Class                                    April 30, 1998
             -----                                    --------------

  Common Stock, $250.00 par value                         23,661

<PAGE>


                                First Banks, Inc.

                                      INDEX






                                                                           Page

PART I            FINANCIAL INFORMATION


   Item 1.  Financial Statements:
            Consolidated Balance Sheets as of March 31, 1998
              and December 31, 1997.........................................-1-
            Consolidated Statements of Income for the three
              months ended March 31, 1998 and 1997..........................-3-
            Consolidated Statements of Changes in Stockholders' Equity
              for the three months ended March 31, 1997 and 1998
              and the nine months ended December 31, 1997...................-4-
            Consolidated Statements of Cash Flows for the three
              months ended March 31, 1998 and 1997..........................-5-
            Notes to Consolidated Financial Statements......................-6-

   Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations...........................-8-



PART II.      OTHER INFORMATION

  Item 6.  Exhibits and Reports on Form 8-K................................-16-


Signatures.................................................................-17-






<PAGE>







                         PART I - FINANCIAL INFORMATION
                          Item 1. Financial Statements

                       FIRST BANKS, INC. AND SUBSIDIARIES
                     Consolidated Balance Sheets (unaudited)
             (dollars expressed in thousands, except per share data)

<TABLE>
<CAPTION>



                                                                                March 31,         December 31,
                                   ASSETS                                         1998                1997
                                   ------                                         ----                ----

Cash and cash equivalents:
<S>                                                                          <C>                     <C>    
   Cash and due from banks...............................................    $   169,310             142,125
   Interest-bearing deposits with other financial
    institutions - with maturities of three months or less...............          3,901               2,840
   Federal funds sold ...................................................        121,950              23,515
                                                                             -----------          ----------
               Total cash and cash equivalents...........................        295,161             168,480
                                                                             -----------          ----------

Investment securities:
   Trading, at fair value................................................          5,566               3,110
   Available for sale, at fair value.....................................        707,399             773,271
   Held to maturity,  at  amortized  cost  (estimated  fair value of
     $20,052 and $19,835 at March 31, 1998 and
     December 31,1997, respectively).....................................         19,289              19,149
                                                                             -----------          ----------
               Total investment securities ..............................        732,254             795,530
                                                                             -----------          ----------

Loans:
   Commercial, financial and agricultural................................        656,340             621,618
   Real estate construction and development .............................        446,306             413,107
   Real estate mortgage..................................................      1,602,919           1,629,115
   Consumer and installment .............................................        281,588             287,752
   Loans held for sale...................................................        115,094              59,081
                                                                             -----------          ----------
               Total loans ..............................................      3,102,247           3,010,673
   Unearned discount ....................................................         (8,202)             (8,473)
   Allowance for possible loan losses ...................................        (54,043)            (50,509)
                                                                             -----------          ----------
               Net loans ................................................      3,040,002           2,951,691
                                                                             -----------          ----------

Bank premises and equipment, net of
   accumulated depreciation and amortization.............................         54,622              51,505
Intangibles associated with the purchase
   of subsidiaries ......................................................         28,715              25,835
Mortgage servicing rights, net of amortization ..........................          9,109               9,046
Accrued interest receivable .............................................         27,601              28,358
Other real estate........................................................          7,802               7,324
Deferred income taxes ...................................................         45,794              43,355
Other assets ............................................................         82,352              83,890
                                                                             -----------          ----------
               Total assets .............................................    $ 4,323,412           4,165,014
                                                                             ===========          ==========



</TABLE>


<PAGE>


                       FIRST BANKS, INC. AND SUBSIDIARIES
                     Consolidated Balance Sheets (unaudited)
             (dollars expressed in thousands, except per share data)
                                   (continued)

<TABLE>
<CAPTION>

                                                                             March 31,              December 31,
                                                                               1998                    1997
                                                                               ----                    ----
                             LIABILITIES
                             -----------

Deposits:
    Demand:
<S>                                                                        <C>                      <C>    
      Non-interest-bearing ...........................................     $   497,181                 485,222
      Interest-bearing ...............................................         349,056                 348,080
    Savings ..........................................................       1,017,561                 947,029
    Time:
      Time deposits of $100 or more ..................................         243,360                 219,417
      Other time deposits ............................................       1,717,644               1,684,847
                                                                           -----------             -----------
               Total deposits ........................................       3,824,802               3,684,595
Other borrowings......................................................          65,414                  54,153
Notes payable.........................................................          53,597                  55,144
Accrued interest payable..............................................          10,186                   9,976
Deferred income taxes.................................................          11,738                   9,029
Accrued and other liabilities.........................................          20,222                  20,990
Minority interest in subsidiaries.....................................          16,006                  16,407
                                                                           -----------             -----------
               Total liabilities .....................................       4,001,965               3,850,294
                                                                           -----------             -----------

Guaranteed preferred beneficial interest in
    ..........................First Banks, Inc. subordinated debenture          83,209                  83,183
                                                                           -----------             -----------

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

Preferred stock:
    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 ......................................................           2,518                   3,978
Retained earnings ....................................................         206,312                 199,143
Accumulated other comprehensive income................................          10,430                   9,438
                                                                           -----------             -----------
               Total stockholders' equity ............................         238,238                 231,537
                                                                           -----------             -----------
               Total liabilities and stockholders' equity ............     $ 4,323,412               4,165,014
                                                                           ===========             ===========


See accompanying notes to consolidated financial statements.

</TABLE>


<PAGE>
                       FIRST BANKS, INC. AND SUBSIDIARIES
                  Consolidated Statements of Income (unaudited)
             (dollars expressed in thousands, except per share data)
<TABLE>
<CAPTION>
                                                                                                   Three months ended
                                                                                                        March 31,
                                                                                                   1998          1997
                                                                                                   ----          ----
Interest income:
<S>                                                                                             <C>            <C>   
     Interest and fees on loans..............................................................   $ 66,738       60,224
     Investment securities...................................................................     11,056        7,981
     Federal funds sold and other............................................................      1,136        1,095
                                                                                                --------     --------
           Total interest income.............................................................     78,930       69,300
                                                                                                --------     --------
Interest expense:
     Deposits:
       Interest-bearing demand...............................................................      1,474        1,405
       Savings...............................................................................      9,553        5,398
       Time deposits of $100 or more.........................................................      3,044        2,272
       Other time deposits...................................................................     24,017       23,185
     Federal Home Loan Bank advances.........................................................         25          273
     Securities sold under agreements to repurchase..........................................        525          319
     Interest rate exchange agreements, net .................................................        989        1,207
     Notes payable and other borrowings......................................................        974          697
                                                                                                --------     --------
           Total interest expense............................................................     40,601       34,756
                                                                                                --------     --------
           Net interest income...............................................................     38,329       34,544
                                                                                                --------     --------
Provision for possible loan losses...........................................................      2,100        2,850
                                                                                                --------     --------
           Net interest income after provision
             for possible loan losses........................................................     36,229       31,694
                                                                                                --------     --------
Noninterest income:
     Service charges on deposit accounts and
        customer service fees................................................................      3,375        2,958
     Credit card fees........................................................................        862          774
     Loan servicing fees, net................................................................        299          422
     Gain on mortgage loans sold and held for sale...........................................      1,038          121
     Gain on sale of securities, net.........................................................         92           --
     Gain on trading securities, net.........................................................         58           --
     Other income............................................................................      2,070          934
                                                                                                --------     --------
           Total noninterest income..........................................................      7,794        5,209
                                                                                                --------     --------
Noninterest expenses:
     Salaries and employee benefits..........................................................     12,879       10,357
     Occupancy, net of rental income.........................................................      2,423        2,603
     Furniture and equipment.................................................................      1,587        2,165
     Federal Deposit Insurance Corporation premiums..........................................        375           22
     Postage, printing and supplies..........................................................      1,406        1,220
     Data processing fees....................................................................      2,966        1,128
     Legal, examination and professional fees................................................      1,056        1,103
     Credit card expenses....................................................................        792          819
     Communications..........................................................................        726          689
     Advertising and business development expense............................................        865          648
     Losses and expenses on foreclosed real estate, net of gains.............................        380          113
     Guaranteed preferred debenture expense..................................................      2,021        1,258
     Other expenses..........................................................................      4,583        3,027
                                                                                                --------     --------
           Total noninterest expenses........................................................     32,059       25,152
           Income before provision for income taxes and minority interest in
                income of subsidiaries.......................................................     11,964       11,751
Provision for income taxes...................................................................      4,256        3,714
                                                                                                --------     --------
           Income before minority interest in income of subsidiaries.........................      7,708        8,037
Minority interest in income of subsidiaries..................................................        342          201
                                                                                                --------     --------
           Net income........................................................................      7,366        7,836
Preferred stock dividends....................................................................        197        1,279
                                                                                                --------     --------
           Net income available to common shareholders.......................................   $  7,169        6,557
                                                                                                ========     ========
Earnings per share:
     Basic...................................................................................   $ 302.99       277.11
     Diluted.................................................................................     293.85       266.69
                                                                                                ========     ========
Weighted average shares of common stock outstanding..........................................     23,661       23,661
                                                                                                ========     ========
</TABLE>
See accompanying notes to consolidated financial statements
<PAGE>
                       FIRST BANKS, INC. AND SUBSIDIARIES
      Consolidated Statement of Changes in Stockholders' Equity (unaudited)
                   Three months ended March 31, 1998 and 1997
                and nine months ended December 31, 1997
             (dollars expressed in thousands, except per share data)
<TABLE>
<CAPTION>
                                                   Class C                                                  Accu-
                                                  preferred Adjustable rate                                mulated
                                                   stock,   preferred stock                                 other    Total
                                                 increasing Class A                         Compre          compre-  stock-
                                                    rate,   conver-       Common   Capital hensive Retained hensive holders'
                                                 iredeemable tible Class B stock   surplus  income earnings Income   equity
                                                 ----------- ----- ------- -----   -------  ------ -------  ------   ------
<S>                                                <C>      <C>       <C>   <C>    <C>    <C>      <C>       <C>    <C>    
Consolidated balances, January 1, 1997...........  $53,887  12,822    241   5,915  3,289           171,182   4,053  251,389
Three months ended March 31, 1997:
   Comprehensive income:
     Net income..................................       --      --     --      --     -- $  7,836    7,836      --    7,836
     Other comprehensive income, net of tax (1) -
       Unrealized losses on securities, net of
         reclassification adjustment (2).........       --      --     --      --     --     (808)      --    (808)    (808)
                                                                                         ---------
     Comprehensive income........................       --      --     --      --     -- $  7,028
                                                                                         ========
   Class C preferred stock dividends, $.56 per share    --      --     --      --     --            (1,082)     --   (1,082)
   Class A preferred stock dividends, $.30 per share    --      --     --      --     --              (192)     --     (192)
   Class B preferred stock dividends, $.03 per share    --      --     --      --     --                (4)     --       (4)
   Purchase and retirement of Class C shares.....   (5,987)     --     --      --   (141)               --      --   (6,128)
   Effect of capital stock transactions of
     majority -owned subsidiary..................       --      --     --      --    (39)               --      --      (39)
                                                   -------   -----    ---   -----  -----          --------  ------  -------
Consolidated balances March 31, 1997.............   47,900   12,822   241   5,915  3,109           177,740   3,245  250,972
Nine months ended December 31, 1997: Comprehensive income:
     Net income..................................       --      --     --      --     -- $ 25,191   25,191      --   25,191
     Other comprehensive income, net of tax (1) -
       Unrealized gains on securities, net of
         reclassification adjustment (2).........       --      --     --      --     --    6,193       --   6,193    6,193
                                                                                         --------
     Comprehensive income........................       --      --     --      --     -- $ 31,384
                                                                                         ========
   Class C preferred stock dividends, $1.69 per share   --      --     --      --     --            (3,198)     --   (3,198)
   Class A preferred stock dividends, $.90 per share    --      --     --      --     --              (577)     --     (577)
   Class B preferred stock dividends, $.08 per share    --      --     --      --     --               (13)     --      (13)
   Purchase and retirement of Class C Shares.....     (787)     --     --      --    (20)               --      --     (807)
   Redemption of Class C preferred shares........  (47,113)     --     --      --                       --      --      889
   Effect of capital stock transactions of.......       --      --     --      --    889                --      --      889
                                                   -------   -----    ---   -----  -----          --------  ------  -------
Consolidated balances December 31, 1997..........       --   12,822   241   5,915  3,978           199,143   9,438  231,537
Three months ended March 31, 1998:
   Comprehensive income:
     Net income..................................       --      --     --      --     -- $  7,366    7,366      --    7,366
     Other comprehensive income net of tax (1) -
       Unrealized gains on securities, net of
         reclassification adjustment (2).........       --      --     --      --     --      992       --     922      922
                                                                                         --------
     Comprehensive income........................       --      --     --      --     -- $  8,358
                                                                                         ========
   Class A preferred stock dividends, $.30 per share    --      --     --      --     --              (193)     --     (193)
   Class B preferred stock dividends, $.03 per hare     --      --     --      --     --                (4)     --       (4)
   Effect of capital stock transactions of
     majority-owned subsidiary...................       --      --     --      --  (1,460)              --      --   (1,460)
                                                   -------   -----    ---   -----  ------         --------  ------   ------
Consolidated balances March 31, 1998.............  $    --  12,822    241   5,915   2,518          206,312  10,430  238,238
                                                   =======  ======    ===   ===== ======          ========  ======  =======
</TABLE>
<TABLE>
<CAPTION>

                                                                             Three months ended     Nine months ended
                                                                                  March 31.           December 31,
                                                                              1997         1998           1997
                                                                              ----         ----           ----

Disclosure of reclassification amount:
<S>                                                                          <C>          <C>            <C>  
   Unrealized gains (losses) arising during the period...................... $(808)       1,084          8,528
   Less: reclassification adjustment for gains included in net income.......    --           92          2,335
                                                                            ------       ------          -----
   Unrealized gain (loss) on securities.....................................  $808          992          6,193
                                                                            ======       ======          =====
</TABLE>
----------
(1) Components of other comprehensive income are shown net of tax.
(2) Represents the net display with gross amount and reclassification adjustment
    included on the face of the statement.

See accompanying notes to consolidated financial statements.
<PAGE>


                       FIRST BANKS, INC. AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (unaudited)
             (dollars expressed in thousands, except per share data)
<TABLE>
<CAPTION>



                                                                                     Three months ended
                                                                                           March 31,
                                                                                     ---------------------
                                                                                     1998             1997
                                                                                     ----             ----
Cash flows from operating activities:
<S>                                                                               <C>                  <C>  
     Net income.............................................................      $  7,366             7,836
     Adjustments to reconcile net income to net cash (used in) provided
       by operating activities:
         Depreciation and amortization of bank premises
          and equipment.....................................................         1,245             1,472
         Amortization, net of accretion.....................................         2,580               740
         Originations and purchases of loans held for sale..................      (102,010)          (20,196)
         Proceeds from sales of loans held for sale ........................        46,525            19,324
         Provision for possible loan losses.................................         2,100             2,850
         Provision for income taxes.........................................         4,256             3,714
         Payments of income taxes...........................................        (2,149)           (3,000)
         Decrease (increase) in accrued interest receivable ................           848              (431)
         Net increase in trading securities.................................        (2,456)               --
         Interest accrued on liabilities....................................        40,601            36,014
         Payments of interest on liabilities................................       (40,455)          (36,873)
         Other, net.........................................................         1,254            (2,527)
         Minority interest in income of subsidiaries........................           342               201
                                                                                  --------          --------
              Net cash (used in) provided by operating activities...........       (39,953)            9,124
                                                                                  --------          --------
Cash flows from investing activities:
     Cash and cash equivalents received from acquisitions, net of cash paid.        16,895            40,362
     Maturities of investment securities available for sale.................       145,989           126,113
     Maturities of investment securities held to maturity...................           641               807
     Purchases of investment securities available for sale..................       (78,547)         (154,147)
     Purchases of investment securities held to maturity....................          (800)             (287)
     Net increase in loans..................................................        (9,814)          (43,079)
     Recoveries of loans previously charged-off ............................         2,605             2,633
     Purchases of bank premises and equipment...............................        (4,180)           (1,034)
     Other investing activities.............................................        (1,982)            1,229
                                                                                  --------          --------
              Net cash provided by investing activities.....................        70,807           (27,403)
                                                                                  --------          --------
Cash flows from financing activities:
     Other increases (decreases) in deposits:
         Demand and savings deposits........................................        55,634           (37,240)
         Time deposits......................................................        33,912            36,426
     Decrease in Federal Home Loan Bank advances............................        (1,220)          (16,251)
     Increase in other borrowings...........................................         9,246            14,239
     Decrease in notes payable..............................................        (1,548)          (66,116)
     Purchase and retirement of Class C preferred stock.....................            --            (5,987)
     Proceeds from sale of cumulative preferred trust
        securities, net of issuance costs...................................            --            83,086
     Payment of preferred stock dividends...................................          (197)           (1,279)
                                                                                  --------          --------
              Net cash provided by financing activities ....................        95,827             6,878
                                                                                  --------          --------
              Net increase (decrease) in cash and cash equivalents .........       126,681           (11,401)
Cash and cash equivalents, beginning of period .............................       168,480           227,954
                                                                                  --------          --------
Cash and cash equivalents, end of period....................................      $295,161           216,553
                                                                                  ========          ========

Noncash investing and financing activities:
     Loans transferred to foreclosed real estate............................      $  1,613             1,084
     Loans transferred to held for sale.....................................            --             2,234
                                                                                  ========          ========
</TABLE>

See accompanying notes to 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) are unaudited and should be read in conjunction
with the consolidated  financial  statements contained in the 1997 annual report
on Form 10-K.  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 month period ended March 31, 1998 are
not  necessarily  indicative  of the results  that may be expected for any other
interim period or for the year ending December 31, 1998.

        First Banks' primary subsidiaries (Subsidiary Banks) are:

          First Bank, headquartered in St. Louis County, Missouri (First Bank).
          First Banks America, Inc., headquartered in St.Louis County, Missouri
           (FBA), and its wholly owned subsidiaries:
               BankTEXAS  N.A., headquartered in Houston, Texas (BankTEXAS).
               First Bank of California, headquartered in Roseville, California
               (FB California).
          CCB Bancorp, Inc., headquartered in Irvine, California (CCB), and its
               wholly  owned  subsidiary,  First  Bank &  Trust,  headquartered
               in Irvine, California (FB&T).

         First Banks'  ownership  interest in FBA was 71.84% and 65.85% at March
31, 1998 and December 31, 1997, respectively.

         The  consolidated  financial  statements  include the accounts of First
Banks,  Inc. and its  subsidiaries,  net of minority  interest.  All significant
intercompany  accounts and transactions  have been eliminated in  consolidation.
Certain  reclassifications  of 1997  amounts  have been made to conform with the
1998 presentation.

(2)  Mergers and Acquisitions

         On February 2, 1998,  FBA  completed  its merger with First  Commercial
Bancorp,  Inc. (FCB), and FCB's wholly owned  subsidiary,  First Commercial Bank
(First Commercial),  was merged into FB California. In the transaction,  the FCB
shareholders  received  .8888  shares of FBA common  stock for each share of FCB
common stock that they held. In total, FCB shareholders  received  approximately
752,000 shares of FBA common stock in the transaction.  The transaction provided
for First Banks to receive  804,000  shares of FBA common  stock in exchange for
$10.0 million of FBA's note payable to First Banks,  and for the exchange of FCB
convertible  debentures  of $6.5  million,  which are owned by First Banks,  for
comparable  debentures  of FBA. The  Agreement  was  negotiated  and approved by
special  committees  of the Boards of  Directors of FCB and FBA.  These  special
committees were comprised solely of independent  directors of the two respective
Boards of Directors. The merger of FBA and FCB did not have a significant impact
on the operations of First Banks.

         The transaction was accounted for as a business combination of entities
under common control.  Accordingly,  FBA assumed First Banks' 61.48% interest in
FCB at its historical cost basis. The remaining  38.52%,  or minority  interest,
owned by unaffiliated parties was recorded at fair value. The excess of the cost
over the fair value of the minority  interest's share in the net assets acquired
was $1.6 million and is being amortized over 15 years.

         On February 2, 1998, FBA completed its acquisition of Pacific Bay Bank,
San  Pablo,  California  (Pacific  Bay).  Under  the  terms of the  Pacific  Bay
Agreement,  Pacific Bay shareholders received $14.00 per share in cash for their
stock, an aggregate of $4.2 million. The 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 $1.5 million and is being amortized over 15 years.  This
transaction was funded from an advance under First Banks' credit  agreement with
a group of unaffiliated financial institutions.
<PAGE>

         Pacific Bay operates a banking  office in San Pablo,  California  and a
loan production office in Lafayette,  California.  At February 2, 1998,  Pacific
Bay had total assets of $38.3 million, investment securities of $232,000, loans,
net of  unearned  discount,  of $29.7  million and  deposits  of $35.2  million.
Pacific Bay was merged into FB California.

         On March 19, 1998, First Banks completed its assumption of the deposits
and purchase of selected assets of the Solvang,  California  banking location of
Bank of America.  The transaction  resulted in the acquisition of  approximately
$15.5 million in deposits and one office which will operate as a branch of FB&T.
The excess of the cost over the fair value of the net assets  acquired  was $1.8
million and is being amortized over 15 years.

(3)  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' and the Subsidiary  Banks'
financial  statements.  Under capital  adequacy  guidelines  and the  regulatory
framework for Prompt Corrective  Action, the Subsidiary Banks must meet specific
capital guidelines that involve  quantitative  measures of the Subsidiary Banks'
assets,  liabilities,  and certain  off-balance-sheet  items as calculated under
regulatory  accounting  practices.  The Subsidiary  Banks'  capital  amounts and
classification are also subject to qualitative judgments by the regulators about
components, risk weightings and other factors.

         Quantitative  measures  established  by  regulations  to ensure capital
adequacy require the Subsidiary  Banks to maintain  certain minimum ratios.  The
Subsidiary  Banks are  required  to  maintain  a minimum  risk-based  capital to
risk-weighted  assets  ratio of 8.0%,  with at least 4.0% being "Tier 1" capital
(as defined in the  regulations) and a minimum leverage ratio (Tier 1 capital to
total  assets) of 3.0%.  An  additional  cushion  of 100 to 200 basis  points is
required to be considered well capitalized. As of December 31, 1996, the date of
the most recent  notification from First Banks' primary  regulator,  each of the
Subsidiary  Banks was  categorized  as well  capitalized  under  the  regulatory
framework for Prompt Corrective  Action.  Management  believes that, as of March
31, 1998,  all of the  Subsidiary  Banks are well  capitalized as defined by the
Federal Deposit Insurance Corporation Improvement Act of 1991.

         At  March  31,  1998  and  December  31,  1997,  First  Banks'  and the
Subsidiary Banks' capital ratios were as follows:
<TABLE>
<CAPTION>

                                                      Risk based capital ratios
                                                   Total                     Tier 1                Leverage Ratio
                                                   -----                     ------                --------------
                                              1998       1997           1998      1997              1998    1997
                                              ----       ----           ----      ----              ----    ----

<S>                                          <C>        <C>            <C>       <C>              <C>      <C>  
         First Banks......................   10.14%     10.26%          8.72%     8.78%            6.72%    6.80%
         First Bank.......................   10.53      10.78           9.28      9.52             7.30     7.19
         FB&T.............................   12.14      12.71          10.88     11.45             7.14     7.70
         BankTEXAS........................   12.99      12.26          11.73     11.00             9.24     8.90
         FB California....................   13.18      12.19          11.91     10.93            11.12    10.40
         First Commercial (1).............      --      11.89             --     10.61                --    8.43
----------
(1) Merged into FB California effective February 2, 1998.
</TABLE>


<PAGE>


                 Item 2: Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

         The discussion  herein  contains  certain  forward  looking  statements
regarding the financial  condition,  results of operations and business of First
Banks.  These forward looking statements are subject to 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 such forward looking
statements include general market conditions,  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 and the
Subsidiary  Banks  conduct their  operations;  and the ability of First Banks to
respond to changes in technology. Additional factors potentially affecting First
Banks' results were  identified in the Annual Report on Form 10-K filed with the
Securities and Exchange  Commission.  Readers should not place undue reliance on
any forward looking statements herein.


                                     General

         First Banks is a  registered  bank  holding  company,  incorporated  in
Missouri in 1978 and headquartered in St. Louis County,  Missouri.  At March 31,
1998,  First Banks had $4.32  billion in total  assets;  $3.09  billion in total
loans,  net of unearned  discount;  $3.82 billion in total deposits;  and $238.2
million in total stockholders' equity.

         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,  agricultural, real
estate construction and development,  commercial and residential real estate and
consumer and  installment  loans.  Other  financial  services  include  mortgage
banking,  discount  brokerage,   credit-related   insurance,   automatic  teller
machines,  safe  deposit  boxes,  cash  management,  lockbox and trust  services
offered by certain Subsidiary Banks.

         The following table lists the Subsidiary Banks at March 31, 1998:
<TABLE>
<CAPTION>

                                                                               Loans, net
                                              No. of                           of unearned       Total
Subsidiary Banks                             locations    Total assets          discount        deposits
----------------                             ---------    ------------          --------        --------
                                                                    (dollars expressed in thousands)

<S>                                             <C>        <C>                  <C>             <C>      
First Bank..............................        98         $ 2,906,712          2,260,547       2,614,890
FBA:
   BankTEXAS............................         6             271,902            173,386         235,215
   FB California........................        11             415,806            270,713         365,405
CCB:
   FB&T.................................        18             709,191            389,398         627,882
</TABLE>

                               Financial Condition

         First Banks' total  assets  increased by $150 million to $4.32  billion
from $4.17 billion at March 31, 1998 and December 31, 1997,  respectively.  This
increase is primarily  attributable  to the increase in deposits of $140 million
to $3.82  billion  from $3.68  billion at March 31, 1998 and  December 31, 1997,
respectively.  The funds  generated by the  increase in deposits  along with the
funds provided by the decrease in investment  securities of $63.3 million during
the same period were  primarily  utilized to fund loan growth of $91.8  million.
The remaining funds generated were temporarily invested in Federal funds sold.
<PAGE>

                              Results of Operations

Net Income

         Net income for the three months ended March 31, 1998 was $7.37 million,
compared  to  $7.84  million  for the same  period  in 1997.  While  net  income
decreased,  earnings  per share on a diluted  basis  increased  to $293.85  from
$266.69 for the three  months ended March 31, 1998 and 1997,  respectively.  The
increase in earnings per share  reflects the effect of the  redemption  of First
Banks' Class C preferred stock in December 1997, and the resulting  reduction of
First Banks quarterly dividend  requirement by approximately  $1.2 million.  The
funds  required for the redemption  were  borrowed,  resulting in an increase in
interest  expense of $1.0  million for the three  months  ended March 31,  1998,
compared to the same period in 1997.

Net Interest Income

         Net interest income  (expressed on a tax-equivalent  basis) improved to
$38.5 million, or 4.05% of average interest-earning assets, for the three months
ended March 31, 1998, from $33.5 million,  or 3.98% of average  interest-earning
assets, for the same period in 1997.

         The  increased  net  interest  income for 1998 is  attributable  to the
increase  in average  interest-earning  assets of $446.8  million  for the three
month  period  ended March 31,  1998,  compared to the same period in 1997.  The
increase is  attributable  to loans which increased on average by $255.3 million
for the three month period  ended March 31, 1998,  over the same period in 1997.
Contributing  further to the improved net interest income is the increase in the
yield on the loan  portfolio to 8.93% for the three month period ended March 31,
1998, compared to 8.80% for the same period in 1997. The improved yield reflects
the continual  process of realigning the loan portfolio  from  residential  real
estate loans to other types of loans, such as commercial and construction loans,
which generally provide a higher level of net interest income.

         Offsetting the increase in net interest income is the  amortization and
periodic  costs of hedging the interest rate risk  position of First Banks.  The
cost of hedging  totaled  $989,000  for the three month  period  ended March 31,
1998,  compared  $1.2  million for the same period in 1997.  The decrease in the
cost of hedging for the three  months of 1998  compared  with the same period in
1997 is  attributable  to the reduced level of interest rate risk resulting from
the realignment of the loan portfolio,  combined with the gradual changes in the
composition  of  the  investment  securities  portfolios,  from  mortgage-backed
securities to U.S. Treasury and generic U.S. government agencies securities, and
the distribution of interest-bearing liabilities.



<PAGE>




         The following  table sets forth,  on a  tax-equivalent  basis,  certain
information  relating to First Banks' average  balance  sheet,  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 three
month periods ended March 31:
<TABLE>
<CAPTION>



                                                                              Three months ended March 31,
                                                                       1998                                1997
                                                          ----------------------------       -----------------------------
                                                                     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...........................................   $ 3,033,759     66,815     8.93%  $  2,778,505      60,320     8.80%
   Investment securities...........................       742,338     11,196     6.12        554,464       8,119     5.94
   Federal funds sold and other....................        83,896      1,136     5.49         80,208       1,095     5.54
                                                      -----------    -------            ------------     -------
       Total interest-earning assets...............     3,859,993     79,147     8.32      3,413,177      69,534     8.26
                                                                     -------                             -------
Nonearning assets..................................       293,435                            234,780
                                                      -----------                       ------------
Total assets.......................................   $ 4,153,428                       $  3,647,957
                                                      -----------                       ------------

       Liabilities and Stockholders' Equity
       ------------------------------------

Interest-bearing liabilities:
   Interest-bearing demand deposits................   $   350,580      1,474     1.71%       333,941       1,405     1.71%
   Savings deposits................................       966,069      9,553     4.01        682,041       5,398     3.21
   Time deposits of $100 or more...................       210,119      3,148     6.08        165,195       2,272     5.58
   Other time deposits.............................     1,730,597     24,877     5.83      1,676,720      24,392     5.90
                                                      -----------    -------               ---------     -------
Total interest-bearing deposits....................     3,257,365     39,052     4.86      2,857,897      33,467     4.75
Federal Home Loan Bank advances,
     notes payable and other.......................       103,496      1,549     6.07        140,614       2,547     7.35
                                                      -----------    -------             -----------     -------
       Total interest-bearing liabilities..........     3,360,861     40,601     4.90      2,998,511      36,014     4.87
                                                                     -------                             -------
Noninterest-bearing liabilities:
   Demand deposits.................................       429,015                            363,014
   Other liabilities...............................       129,149                             36,617
                                                     ------------                        -----------
       Total liabilities...........................     3,919,025                          3,398,142
Stockholders' equity...............................       234,403                            249,815
                                                    -------------                        -----------
       Total liabilities and
          stockholders' equity.....................  $  4,153,428                        $ 3,647,957
                                                     ============                        ===========
       Net interest income.........................                   38,546                              33,520
                                                                      ======                              ======
       Net interest margin.........................                              4.05%                               3.98%
                                                                                 ====                                =====
</TABLE>



<PAGE>



Provision for Possible Loan Losses

         The  provision  for possible  loan losses was $2.1 million  compared to
$2.9 million for the three  months ended March 31, 1998 and 1997,  respectively.
The decrease in the provision for possible loan losses is primarily attributable
to an  improvement  in the overall credit quality of the existing loan portfolio
and the loan loss  experience for the periods.  For the three months ended March
31, 1998, First Banks experienced net loan recoveries of $549,000, in comparison
to net loan  charge-offs  of $2.1  million  for the  same  period  in 1997.  The
acquisition  of Pacific  Bay  provided  $885,000  in  additional  allowance  for
possible loan losses.


         Tables summarizing  nonperforming assets, past due loans and charge-off
experience are presented  under  "--Lending and Credit  Management" of this Form
10-Q.

Noninterest Income

         Noninterest  income was $7.8  million for the three month  period ended
March  31,  1998 in  comparison  to $5.2  million  for the same  period in 1997.
Noninterest income consists primarily of service charges on deposit accounts and
other non-yield customer service fees.

         Service  charges on deposit  accounts  and  customer  service fees were
$3.38  million for the three month period ended March 31, 1998 compared to $2.96
million for the same period in 1997. The increase in service charges corresponds
to the increase in deposit  balances  provided  both by internal  growth and the
acquisitions of Surety Bank and Pacific Bay.

         The gain on mortgage loans sold and held for sale increased $879,000 to
$1.0 million  from  $121,000 for the three months ended March 31, 1998 and 1997,
respectively. This increase is attributable to an increased volume of loans held
for sale  precipitated  by the  increased  demand  for  fixed  rate  residential
mortgage  loans and the  overall  expansion  of First  Banks'  mortgage  banking
activities in California.

         Other income was $2.1 million for the three months ended March 31, 1998
in comparison to $934,000 for the same period in 1997. The primary  component of
the increase is $638,000  recognized  as income on a bank-owned  life  insurance
policy.

Noninterest Expense

         Noninterest  expense was $32.1  million and $25.2 million for the three
month  periods  ended March 31,  1998 and 1997,  respectively.  The  increase in
noninterest  expense is  attributable  to the  acquisitions  of Surety  Bank and
Pacific Bay and the continued  expansion of First Banks'  commercial  and retail
functions within existing markets.

         Salaries and employee  benefits have increased to $12.9 million for the
three  months  ended  March 31,  1998 from $10.4  million for the same period in
1997. The increase is  attributable to the newly acquired banks and First Banks'
continued commitment to expanding its commercial and retail business development
capabilities.
<PAGE>

         Data  processing  fees for the three  months  ended March 31, 1998 were
$3.0  million  compared to $1.1  million for the same period in 1997.  Effective
April 1, 1997, First Services,  L.P., a limited partnership  indirectly owned by
First Banks' Chairman and his immediate family,  began providing data processing
and related services for First Banks. These services were previously provided by
First Serv, Inc. a wholly owned subsidiary of First Banks. As a result, expenses
related  to data  processing  and  related  services  were  recorded  in various
noninterest expense categories for the period prior to April 1, 1997. Subsequent
to that date, these expenses are reflected as data processing expenses.

         On February 4, 1997, First Preferred  Capital Trust (First Capital),  a
newly-formed  Delaware  business  trust  subsidiary of First Banks,  issued 3.45
million  shares  of  9.25%  Cumulative  Trust  Preferred  Securities  (Preferred
Securities)  at $25 per share in an  underwritten  public  offering,  and issued
106,702 shares of common securities to First Banks at $25 per share. First Banks
owns all of  First  Capital's  common  securities.  The  gross  proceeds  of the
offering  were  used  by  First  Capital  to  purchase   $88,917,550   of  9.25%
Subordinated  Debentures   (Subordinated   Debentures)  from  First  Banks.  The
Subordinated  Debentures are the sole asset of First Capital. In connection with
the issuance of the Preferred  Securities,  First Banks made certain  guarantees
and  commitments  that, in the  aggregate,  constitute a full and  unconditional
guarantee by First Banks of the obligations of First Capital under the Preferred
Securities.  First  Banks'  proceeds  from  the  issuance  of  the  Subordinated
Debentures to First Capital,  net of  underwriting  fees and offering  expenses,
were $83.1 million.  Guaranteed preferred debenture expense was $2.0 million and
$1.3  million  for the  three  month  periods  ended  March  31,  1998 and 1997,
respectively,  and is  recorded  as  noninterest  expense  in  the  accompanying
consolidated financial statements.

         Other  noninterest  expense for the three  months  ended March 31, 1998
includes $1.1 million  representing a one-time  charitable  contribution  to the
Affordable Housing Assistance Program. In addition,  during the first quarter of
1998, the Subsidiary  Banks settled two lawsuits which had been  outstanding for
several years. In conjunction with these settlements, approximately $500,000 was
charged to other noninterest expense.

                          Lending and Credit Management

         Interest  earned on the loan  portfolio is the primary source of income
of First Banks.  Total loans, net of unearned  discount,  represented  71.6% and
72.1% of total assets as of March 31, 1998 and December 31, 1997,  respectively.
Total  loans,  excluding  loans  held  for sale  and net of  unearned  discount,
increased by $35.8 million to $2.98 billion at March 31, 1998 from $2.94 billion
at December 31, 1997. The increase  reflects  continued  growth within corporate
lending of $87.2 million, offset by the decrease of the residential mortgage and
consumer and  installment  loan  portfolios  of $45.4  million and $5.9 million,
respectively,  at March 31, 1998 in  comparison  to  December  31,  1997.  These
decreases are  attributable  to the reductions of new loan  origination  volumes
that are held for  investment  and the  continued  repayment of principal on the
existing portfolios.


<PAGE>


         The following is a summary of nonperforming assets by category:
<TABLE>
<CAPTION>

                                                                       March 31,         December 31,
                                                                         1998                 1997
                                                                         ----                 ----
                                                                      (dollars expressed in thousands)

<S>                                                                  <C>                       <C>  
Commercial, financial and agricultural..........................     $     5,248                4,017
Real estate construction and development........................           4,530                4,097
Real estate mortgage............................................          18,967               15,858
Consumer and installment........................................             166                   94
                                                                     -----------          -----------
         Total nonperforming loans..............................          28,911               24,066
Other real estate...............................................           7,802                7,324
                                                                     -----------          -----------
         Total nonperforming assets.............................     $    36,713               31,390
                                                                     ===========          ===========

Loans, net of unearned discount.................................     $ 3,094,045            3,002,200
                                                                     ===========          ===========

Loans past due 90 days or more
   and still accruing...........................................     $     4,352                2,725
                                                                     ===========          ===========

Asset Quality Ratios:
   Allowance for possible loan losses to loans .................            1.75%                1.68%
   Nonperforming loans to loans.................................            0.93                 0.80
   Allowance for possible loan losses
      to nonperforming loans....................................          186.93               209.88
   Nonperforming assets to loans and other real estate..........            1.18                 1.04
                                                                     ===========          ===========
</TABLE>

         Nonperforming  loan,  consisting  of loans  on  nonaccrual  status  and
restructured  loans, were $28.9 million at March 31, 1998 in comparison to $24.1
million at December 31, 1997.  The  increase is  primarily  attributable  to the
loans obtained  through the  acquisition of Pacific Bay. The acquired  allowance
for possible loan losses totaled $885,000 at the acquisition date.

         Impaired loans,  consisting of nonaccrual loans, were $26.1 million and
$19.7 million at March 31, 1998 and December 31, 1997, respectively.

         The following is a summary of loan loss  experience for the three month
period ended March 31:
<TABLE>
<CAPTION>

                                                                                        1998            1997
                                                                                        ----            ----
                                                                                  (dollars expressed in thousands)
Allowance for possible loan losses,
<S>                                                                                   <C>               <C>   
    beginning of period.........................................................      $  50,509         46,781
Acquired allowances for possible loan losses....................................            885             --
                                                                                      ---------      ---------
                                                                                         51,394         46,781
Loans charged-off...............................................................         (2,056)        (4,741)
Recoveries of loans previously charged-off......................................          2,605          2,633
                                                                                      ---------      ---------
     Net loan (charge-offs) recoveries..........................................            549         (2,108)
                                                                                      ---------      ----------
Provision for possible loan losses..............................................          2,100          2,850
                                                                                      ---------      ---------
Allowance for possible loan losses, end of period...............................      $  54,043         47,523
                                                                                      =========      =========
</TABLE>

         The allowance for possible loan losses is monitored on a monthly basis.
Each month, credit administration 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 coupled 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

<PAGE>

monitored  continually.  Factors  are  applied to the loan  portfolios  for each
category of loan risk to determine  acceptable  levels of allowance for possible
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 possible losses. In its analysis,  management considers the change
in the portfolio,  including growth and composition, and the economic conditions
of the regions in which First Banks  operates.  Based on this  quantitative  and
qualitative analysis,  the allowance for possible loan losses is adjusted.  Such
adjustments are reflected in the consolidated statements of income.

                          Interest Rate Risk Management

         Derivative  financial  instruments  held by First Banks for purposes of
managing interest rate risk are summarized as follows:
<TABLE>
<CAPTION>

                                                         March 31, 1998             December 31, 1997
                                                     ----------------------      --------------------
                                                      Notional      Credit       Notional     Credit
                                                       amount      exposure       amount      exposure
                                                       ------      --------       ------      --------
                                                             (dollars expressed in thousands)

<S>                                                 <C>              <C>          <C>           <C>
   Interest rate floor agreements................   $  70,000          1          70,000          26
   Interest rate cap agreements..................      10,000        146          10,000         222
   Forward commitments to sell
     mortgage-backed securities..................      78,000         508         60,000          --
</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  exchanged are determined by reference to the notional
amounts and the other terms of the derivatives.

         First  Banks  utilized  interest  rate swap  agreements  to extend  the
repricing characteristics of certain interest-bearing  liabilities to correspond
more closely with its assets,  with the  objective of  stabilizing  net interest
income over time.  The  utilization  of swaps  decreased  with the change in the
composition  of the balance  sheet,  resulting in no open swap  agreements as of
December 31, 1997.  The net interest  expense for these  agreements,  consisting
solely of amortization of deferred losses, was $975,000 and $1.2 million for the
three month periods ended March 31, 1998 and 1997, respectively. Deferred losses
on terminated  swap  agreements are being  amortized over the remaining lives of
the  respective  swap  agreements.  If  all  or any  portion  of the  underlying
liabilities are repaid,  the related  deferred losses are charged to operations.
At March 31,  1998 and  December  31,  1997,  the  unamortized  balance of these
deferred losses were $8.4 million and $9.4 million, respectively.

         First Banks has interest rate cap and floor  agreements  outstanding to
limit the interest expense associated with certain interest-bearing liabilities.
At March  31,  1998 and  December  31,  1997,  the  unamortized  costs for these
agreements were $257,000 and $290,000,  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 are
hedged with forward contracts to sell mortgage-backed securities.

                                    Liquidity

         The liquidity of First Banks and its Subsidiary Banks is the ability to
maintain  a cash  flow  which  is  adequate  to fund  operations,  service  debt
obligations and meet other commitments on a timely basis. The primary sources of
funds  for  liquidity  are  derived  from  customer  deposits,   loan  payments,
maturities, sales of investments and earnings.
<PAGE>

         In addition,  First Banks and its Subsidiary Banks may avail themselves
of more volatile sources of funds through issuance of certificates of deposit in
denominations of $100,000 or more, federal funds borrowed, securities sold under
agreements  to  repurchase  and other  borrowings,  including  First  Banks' $90
million credit  agreement with a group of unaffiliated  financial  institutions.
The aggregate funds acquired from those sources were $362.4 million at March 31,
1998 and $328.7 million at December 31, 1997.



         At March 31, 1998,  First Banks' more volatile  sources of funds mature
as follows:

                                                             (dollars expressed
                                                                in thousands)

         Three months or less............................          $ 154,963
         Over three months through six months............             50,169
         Over six months through twelve months...........             57,666
         Over twelve months..............................             99,573
                                                                   ---------
           Total.........................................          $ 362,371
                                                                   =========

         Management believes the future earnings of its Subsidiary Banks will be
sufficient  to  provide  funds for  growth  and to permit  the  distribution  of
dividends  to First Banks  sufficient  to meet First Banks'  operating  and debt
service  requirements  both on a short-term  and long-term  basis and to pay the
dividends on the Preferred Securities.


                       Effects of New Accounting Standards

          First Banks  adopted the  provisions  of the  Statement  on  Financial
Accounting Standards (SFAS) No. 130 - Reporting  Comprehensive Income (SFAS 130)
retroactively  on January 1, 1998. SFAS 130 established  standards for reporting
and displaying income and its components (revenues,  gains and losses) in a full
set of general purpose financial  statements.  The statement  requires all items
that are required to be recognized under  accounting  standards as components of
comprehensive income be reported in a financial statement that is displayed with
the  same  prominence  as  other  financial  statements.  Comparative  financial
statements  provided  for  earlier  periods  have been  restated  to reflect the
application of SFAS 130. The  implementation of SFAS 130 did not have a material
impact on First Banks' consolidated financial statements.

          During 1997, the FASB issued SFAS No. 131 - Disclosures about Segments
of an Enterprise and Related Information.  The statement  establishes  standards
for the way public  business  enterprises  report  information  about  operating
segments in annual financial  statements and requires those  enterprises  report
selected  information  about  operating  segments in interim  financial  reports
issued to shareholders.  Additionally,  the statement  establishes standards for
related  disclosures  about products and services,  geographic  areas, and major
customers  superseding  SFAS No. 14 -  Financial  Reporting  for  Segments  of a
Business Enterprise. First Banks is currently evaluating information required in
the statement and believes expanded  disclosure  information will be required to
be included in First Banks' consolidated  financial  statements for fiscal years
beginning after December 15, 1997.



<PAGE>



                           Part II- OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

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

              Exhibit
               Number      Description

                 11        Calculation of Earnings per Share.

                 27        Financial Data Schedule (EDGAR only).

   (b) First Banks  filed no reports on Form 8-K during the three  month  period
ended March 31, 1998.



<PAGE>



                                   SIGNATURES


         Pursuant to the  requirements  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.
                                    Registrant


Date:  May 8, 1998                   By: /s/ James F. Dierberg
                                         ---------------------
                                             James F. Dierberg
                                             Chairman, President and
                                                Chief Executive Officer



Date:  May 8, 1998                   By: /s/ Allen H. Blake
                                         ------------------
                                             Allen H. Blake
                                             Executive Vice President
                                                and Chief Financial Officer
                                                (Principal Financial Officer)


<PAGE>




                                   Exhibit 11


         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 per share data)

Quarter ended March 31, 1998:
<S>                                                                  <C>               <C>        <C>       
     Basic EPS-income available to common stockholders.........      $  7,169          23,661     $   302.99
                                                                                                  ==========
     Effect of dilutive securities:
       Class A convertible preferred stock.....................           192           1,389
                                                                     --------        --------
     Diluted EPS-income available to common stockholders.......      $  7,361          25,050     $   293.85
                                                                     ========        ========     ==========

Quarter ended March 31, 1997:
     Basic EPS-income available to common stockholders.........      $  6,557          23,661     $   277.11
                                                                                                  ==========
     Effect of dilutive securities:
       Class A convertible preferred stock.....................           192           1,645
                                                                     --------        --------
     Diluted EPS-income available to common stockholders.......      $  6,749          25,306     $   266.69
                                                                     ========        ========     ==========

</TABLE>