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, 2002

[ ] 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             (I.R.S. Employer Identification No.)
 of incorporation or organization)

                   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, 2002
            -----                                    -----------------

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 - (UNAUDITED):

<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.........................................................        14

          ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK..........................        25

     PART II.     OTHER INFORMATION

          ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K....................................................        26

     SIGNATURES.......................................................................................        27
</TABLE>


<PAGE>





                         PART I - FINANCIAL INFORMATION
                          ITEM 1 - FINANCIAL STATEMENTS

                                FIRST BANKS, INC.

                    CONSOLIDATED BALANCE SHEETS - (UNAUDITED)
        (dollars expressed in thousands, except share and per share data)
<TABLE>
<CAPTION>


                                                                                         March 31,     December 31,
                                                                                           2002            2001
                                                                                           ----            ----


                                                ASSETS
                                                ------


Cash and cash equivalents:
<S>                                                                                    <C>                 <C>
     Cash and due from banks.......................................................    $   169,877         181,522
     Interest-bearing deposits with other financial institutions
       with maturities of three months or less.....................................          2,658           4,664
     Federal funds sold............................................................        123,308          55,688
                                                                                       -----------      ----------
               Total cash and cash equivalents.....................................        295,843         241,874
                                                                                       -----------      ----------

Investment securities:
     Available for sale, at fair value.............................................        619,435         610,466
     Held to maturity, at amortized cost (fair value of $22,338 and $20,812
       at March 31, 2002 and December 31, 2001, respectively)......................         21,727          20,602
                                                                                       -----------      ----------
               Total investment securities.........................................        641,162         631,068
                                                                                       -----------      ----------

Loans:
     Commercial, financial and agricultural........................................      1,596,221       1,681,846
     Real estate construction and development......................................        973,533         954,913
     Real estate mortgage..........................................................      2,566,869       2,445,847
     Consumer and installment......................................................        120,311         124,542
     Loans held for sale...........................................................        198,424         204,206
                                                                                       -----------      ----------
               Total loans.........................................................      5,455,358       5,411,354
     Unearned discount.............................................................         (3,717)         (2,485)
     Allowance for loan losses.....................................................        (99,683)        (97,164)
                                                                                       -----------      ----------
               Net loans...........................................................      5,351,958       5,311,705
                                                                                       -----------      ----------

Derivative instruments.............................................................         42,135          54,889
Bank premises and equipment, net of accumulated depreciation and amortization......        153,178         149,604
Intangibles associated with the purchase of subsidiaries, net of amortization......        140,729         125,440
Bank-owned life insurance..........................................................         88,403          87,200
Accrued interest receivable........................................................         35,189          37,349
Deferred income taxes..............................................................         93,153          94,546
Other assets.......................................................................         43,042          44,776
                                                                                       -----------      ----------
               Total assets........................................................    $ 6,884,792       6,778,451
                                                                                       ===========      ==========



     The accompanying  notes are an integral part of the consolidated  financial statements.
</TABLE>


<PAGE>


                                FIRST BANKS, INC.

              CONSOLIDATED BALANCE SHEETS (CONTINUED) - (UNAUDITED)
        (dollars expressed in thousands, except share and per share data)
<TABLE>
<CAPTION>


                                                                                         March 31,     December 31,
                                                                                           2002            2001
                                                                                           ----            ----


                                             LIABILITIES
                                             -----------
Deposits:
     Demand:
<S>                                                                                    <C>                 <C>
       Non-interest-bearing........................................................    $   928,373         921,455
       Interest-bearing............................................................        675,597         629,015
     Savings.......................................................................      1,942,415       1,832,939
     Time:
       Time deposits of $100 or more...............................................        489,025         484,201
       Other time deposits.........................................................      1,803,159       1,816,294
                                                                                       -----------      ----------
          Total deposits...........................................................      5,838,569       5,683,904
Short-term borrowings..............................................................        189,726         243,134
Note payable.......................................................................         43,000          27,500
Guaranteed preferred beneficial interests in:
     First Banks, Inc. subordinated debentures.....................................        191,953         191,539
     First Banks America, Inc. subordinated debentures.............................         44,460          44,342
Accrued interest payable...........................................................         20,231          16,006
Deferred income taxes..............................................................         41,107          43,856
Accrued expenses and other liabilities.............................................         47,888          61,515
Minority interest in subsidiary....................................................         18,011          17,998
                                                                                       -----------      ----------
          Total liabilities........................................................      6,434,945       6,329,794
                                                                                       -----------      ----------


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

Preferred stock:
     $1.00 par value, 5,000,000 shares authorized, no shares issued
       and outstanding at March 31, 2002 and December 31, 2001.....................             --              --
     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....................................................................          6,074           6,074
Retained earnings..................................................................        397,112         389,308
Accumulated other comprehensive income.............................................         27,683          34,297
                                                                                       -----------      ----------
          Total stockholders' equity...............................................        449,847         448,657
                                                                                       -----------      ----------
          Total liabilities and stockholders' equity...............................    $ 6,884,792       6,778,451
                                                                                       ===========      ==========
</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,
                                                                                               -------------------
                                                                                                2002        2001
                                                                                                ----        ----
Interest income:
<S>                                                                                            <C>         <C>
     Interest and fees on loans..............................................................  $ 99,042    107,062
     Investment securities...................................................................     7,281      8,480
     Federal funds sold and other............................................................       289        495
                                                                                               --------    -------
          Total interest income..............................................................   106,612    116,037
                                                                                               --------    -------
Interest expense:
     Deposits:
       Interest-bearing demand...............................................................     1,672      1,673
       Savings...............................................................................     9,169     14,183
       Time deposits of $100 or more.........................................................     5,290      7,876
       Other time deposits...................................................................    18,881     27,189
     Short-term borrowings...................................................................       917      1,989
     Note payable............................................................................       349      1,230
     Guaranteed preferred debentures.........................................................     6,212      4,489
                                                                                               --------    -------
          Total interest expense.............................................................    42,490     58,629
                                                                                               --------    -------
          Net interest income................................................................    64,122     57,408
Provision for loan losses....................................................................    13,000      3,390
                                                                                               --------    -------
          Net interest income after provision for loan losses................................    51,122     54,018
                                                                                               --------    -------
Noninterest income:
     Service charges on deposit accounts and customer service fees...........................     6,480      5,225
     Gain on mortgage loans sold and held for sale...........................................     5,167      3,468
     Gain on sale of credit card portfolio...................................................        --      2,275
     Net gain (loss) on sales of available-for-sale investment securities....................        92       (174)
     Bank-owned life insurance investment income.............................................     1,287      1,055
     Net (loss) gain on derivative instruments...............................................      (339)       497
     Other...................................................................................     6,148      4,128
                                                                                               --------    -------
          Total noninterest income...........................................................    18,835     16,474
                                                                                               --------    -------
Noninterest expense:
     Salaries and employee benefits..........................................................    27,261     22,452
     Occupancy, net of rental income.........................................................     4,672      4,116
     Furniture and equipment.................................................................     4,143      3,211
     Postage, printing and supplies..........................................................     1,542      1,155
     Information technology fees.............................................................     8,100      6,499
     Legal, examination and professional fees................................................     1,491      1,690
     Amortization of intangibles associated with the purchase of subsidiaries................       482      1,850
     Communications..........................................................................       796        781
     Advertising and business development....................................................     1,444      1,587
     Other...................................................................................     6,927      3,788
                                                                                               --------    -------
          Total noninterest expense..........................................................    56,858     47,129
                                                                                               --------    -------
          Income before provision for income taxes, minority interest in income
           of subsidiary and cumulative effect of change in accounting principle.............    13,099     23,363
Provision for income taxes...................................................................     4,771      9,124
                                                                                               --------    -------
          Income before minority interest in income of subsidiary and cumulative
           effect of change in accounting principle .........................................     8,328     14,239
Minority interest in income of subsidiary....................................................       328        511
                                                                                               --------    -------
          Income before cumulative effect of change in accounting principle..................     8,000     13,728
Cumulative effect of change in accounting principle, net of tax..............................        --     (1,376)
                                                                                               --------    -------
          Net income.........................................................................     8,000     12,352
Preferred stock dividends....................................................................       196        196
                                                                                               --------    -------
          Net income available to common stockholders........................................  $  7,804     12,156
                                                                                               ========    =======
<PAGE>

Basic earnings per common share:
       Income before cumulative effect of change in accounting principle.....................  $ 329.84     571.94
       Cumulative effect of change in accounting principle, net of tax.......................        --     (58.16)
                                                                                               --------    -------
       Basic.................................................................................  $ 329.84     513.78
                                                                                               ========    =======
Diluted earnings per common share:
       Income before cumulative effect of change in accounting principle.....................  $ 328.30     561.09
       Cumulative effect of change in accounting principle, net of tax.......................        --     (58.16)
                                                                                               --------    -------
       Diluted...............................................................................  $ 328.30     502.93
                                                                                               ========    =======

Weighted average shares of common stock outstanding..........................................    23,661     23,661
                                                                                               ========    =======

The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                                          FIRST BANKS, INC.

                  CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME - (UNAUDITED)
                         Three Months Ended March 31, 2002 and 2001 and Nine Months Ended December 31, 2001
                                       (dollars expressed in thousands, except per share data)



                                                     Adjustable Rate                                        Accu-
                                                     Preferred Stock                                       mulated
                                                   -------------------                                      Other     Total
                                                   Class A                                Compre-          Compre-    Stock-
                                                   Conver-             Common    Capital  hensive Retained hensive   holders'
                                                    tible     Class B   Stock    Surplus  Income  Earnings  Income    Equity
                                                    -----     -------   -----    -------  ------- -------  ------    --------

<S>                                                <C>          <C>     <C>     <C>      <C>      <C>        <C>     <C>
Consolidated balances, December 31, 2000.........  $12,822      241     5,915    2,267            325,580    6,021   352,846
Three months ended March 31, 2001:
    Comprehensive income:
      Net income.................................       --       --        --       --   12,352    12,352       --    12,352
      Other comprehensive income, net of tax:
        Unrealized gains on securities, net
          of reclassification adjustment (1).....       --       --        --       --    5,471        --    5,471     5,471
        Derivative instruments:
          Cumulative effect of change in
             accounting principle, net...........       --       --        --       --    9,069        --    9,069     9,069
          Current period transactions............       --       --        --       --   12,406        --   12,406    12,406
                                                                                         ------
      Comprehensive income.......................                                        39,298
                                                                                         ======
    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.................       --       --        --      328                 --       --       328
                                                   -------      ---     -----    -----            -------   ------   -------
Consolidated balances, March 31, 2001............   12,822      241     5,915    2,595            337,736   32,967   392,276
Nine months ended December 31, 2001:
    Comprehensive income:
      Net income.................................       --       --        --       --   52,162    52,162       --    52,162
      Other comprehensive income, net of tax:
        Unrealized losses on securities, net
          of reclassification adjustment (1).....       --       --        --       --   (7,342)       --   (7,342)   (7,342)
        Derivative instruments:
          Current period transactions............       --       --        --       --   14,615        --   14,615    14,615
          Reclassification to earnings...........       --       --        --       --   (5,943)       --   (5,943)   (5,943)
                                                                                         ------
      Comprehensive income.......................       --       --        --       --   53,492
                                                                                         ======
    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 subsidiary.................       --       --        --    3,479                 --       --     3,479
                                                   -------      ---     -----    -----            -------   ------   -------
Consolidated balances, December 31, 2001.........   12,822      241     5,915    6,074            389,308   34,297   448,657
Three months ended March 31, 2002:
    Comprehensive income:
      Net income.................................       --       --        --       --    8,000     8,000       --     8,000
      Other comprehensive income, net of tax:
        Unrealized gains on securities, net
          of reclassification adjustment (1).....       --       --        --       --      534        --      534       534
        Derivative instruments:
          Current period transactions............       --       --        --       --   (7,148)       --   (7,148)   (7,148)
                                                                                         ------
      Comprehensive income.......................                                         1,386
                                                                                         ======
    Class A preferred stock dividends,
      $0.30 per share............................       --       --        --       --               (192)      --      (192)
    Class B preferred stock dividends,
      $0.03 per share............................       --       --        --       --                 (4)      --        (4)
                                                   -------      ---     -----    -----            -------   ------   -------

Consolidated balances, March 31, 2002............  $12,822      241     5,915    6,074            397,112   27,683   449,847
                                                   =======      ===     =====    =====            =======   ======   =======
</TABLE>
<PAGE>


-------------------------
(1)  Disclosure of reclassification adjustment:
<TABLE>
<CAPTION>

                                                                                   Three Months Ended     Nine Months Ended
                                                                                        March 31,           December 31,
                                                                                   -------------------    -----------------
                                                                                   2002         2001            2001
                                                                                   ----         ----            ----

<S>                                                                                <C>          <C>             <C>
     Unrealized gains on investment securities arising during the period......     $ 594        5,358           4,940
     Less reclassification adjustment for gains (losses) included in net income       60         (113)         12,282
                                                                                   -----        -----         -------
     Unrealized gains (losses) on investment securities.......................     $ 534        5,471          (7,342)
                                                                                   =====        =====         =======

The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                                          FIRST BANKS, INC.

                                         CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)
                                                  (dollars expressed in thousands)


                                                                                                Three Months Ended
                                                                                                     March 31,
                                                                                               2002           2001
                                                                                               ----           ----

Cash flows from operating activities:
     Net income                                                                           $     8,000        12,352
     Adjustments to reconcile net income to net cash used in operating activities:
<S>                                                                                           <C>              <C>
       Cumulative effect of change in accounting principle, net of tax..................           --         1,376
       Depreciation and amortization of bank premises and equipment.....................        4,341         3,219
       Amortization, net of accretion...................................................        3,013         1,783
       Originations and purchases of loans held for sale................................     (449,574)     (331,761)
       Proceeds from the sale of loans held for sale....................................      403,130       187,174
       Provision for loan losses........................................................       13,000         3,390
       Provision for income taxes.......................................................        4,771         9,124
       Payments of income taxes.........................................................      (16,038)      (16,990)
       Decrease in accrued interest receivable..........................................        2,648         5,509
       Interest accrued on liabilities..................................................       42,490        58,629
       Payments of interest on liabilities..............................................      (38,987)      (55,751)
       Gain on mortgage loans sold and held for sale....................................       (5,167)       (3,468)
       Gain on sale of credit card portfolio............................................           --        (2,275)
       Net (gain) loss on sales of available-for-sale investment securities.............          (92)          174
       Net loss (gain) on derivative instruments........................................          339          (497)
       Other operating activities, net..................................................         (452)       (6,572)
       Minority interest in income of subsidiary........................................          328           511
                                                                                          -----------      --------
          Net cash used in operating activities.........................................      (28,250)     (134,073)
                                                                                          -----------      --------

Cash flows from investing activities:
     Cash paid for acquired entities, net of cash and cash equivalents received.........      (18,303)           --
     Proceeds from sales of investment securities available for sale....................          192        67,918
     Maturities of investment securities available for sale.............................      194,948       121,101
     Maturities of investment securities held to maturity...............................        1,067           500
     Purchases of investment securities available for sale..............................      (72,585)      (18,991)
     Purchases of investment securities held to maturity................................       (2,195)           --
     Net decrease in loans..............................................................       86,897        42,612
     Recoveries of loans previously charged-off.........................................        4,561         1,917
     Purchases of bank premises and equipment...........................................       (2,554)       (7,411)
     Other investing activities, net....................................................        2,933           519
                                                                                          -----------      --------
          Net cash provided by investing activities.....................................      194,961       208,165
                                                                                          -----------      --------

Cash flows from financing activities:
     Increase (decrease) in demand and savings deposits.................................       31,976       (51,616)
     (Decrease) increase in time deposits...............................................      (88,481)        8,134
     Decrease in federal funds purchased................................................      (81,000)           --
     Repayments of Federal Home Loan Bank advances......................................       (4,000)           --
     Increase in securities sold under agreements to repurchase.........................       13,471        10,409
     Advances drawn on note payable.....................................................       36,500            --
     Repayments of note payable.........................................................      (21,000)      (40,000)
     Payment of preferred stock dividends...............................................         (196)         (196)
     Other financing activities, net....................................................          (12)          (94)
                                                                                          -----------      --------
          Net cash used in financing activities.........................................     (112,742)      (73,363)
                                                                                          -----------      --------
          Net increase in cash and cash equivalents.....................................       53,969           729
Cash and cash equivalents, beginning of period..........................................      241,874       198,279
                                                                                          -----------      --------
Cash and cash equivalents, end of period................................................  $   295,843       199,008
                                                                                          ===========      ========

Noncash investing and financing activities:
     Reductions of deferred tax asset valuation reserve.................................  $        --           541
     Loans transferred to other real estate.............................................        1,245           451
     Loans held for sale transferred to mortgage-backed securities .....................       50,604        10,522
     Loans held for sale transferred to loans...........................................        1,586        18,195
                                                                                          ===========      ========

The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>


<PAGE>


                                FIRST BANKS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  BASIS OF PRESENTATION

     The 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 2001 Annual Report on Form
10-K. The  consolidated  financial  statements  have been prepared in accordance
with accounting  principles  generally  accepted in the United States of America
and conform to predominant practices within the banking industry.  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 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, 2002 are not  necessarily  indicative of the results that
may be expected for the year ending December 31, 2002.

     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 2001 amounts have been made to conform
to the 2002  presentation.  Specifically,  the guaranteed  preferred  beneficial
interests  in First  Banks,  Inc.  and First Banks  America,  Inc.  subordinated
debentures  has  been   reclassified   into  the  liabilities   section  on  the
consolidated  balance  sheets  rather  than  presented  as a separate  line item
excluded from the calculation of total liabilities. Consequently, the guaranteed
preferred  debentures  expense has been  reclassified  to interest  expense from
noninterest expense in the consolidated statements of income.

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

   Union Financial Group, Ltd., headquartered in Swansea, Illinois (UFG), and
    its wholly owned subsidiary:
      First Bank, headquartered in St. Louis County, Missouri;
   First Capital Group, Inc., headquartered in Albuquerque, New Mexico (FCG);
   First Banks America, Inc., headquartered in San Francisco,California (FBA),
    and its wholly owned subsidiaries:
      The San Francisco Company, headquartered in San Francisco,
        California (SFC), and its wholly owned subsidiary:
          First Bank & Trust, headquartered in San Francisco, California (FB&T).

     The Subsidiary  Banks and FCG are wholly owned by their  respective  parent
companies  except FBA,  which was 93.69%  owned by First Banks at March 31, 2002
and December 31, 2001.

(2)  ACQUISITIONS

     On January  15,  2002,  First Banks  completed  its  acquisition  of Plains
Financial Corporation (PFC), and its wholly owned banking subsidiary, PlainsBank
of  Illinois,  National  Association  (Plainsbank),  Des Plaines,  Illinois,  in
exchange  for $36.5  million  in cash.  PFC  operated  a total of three  banking
facilities  in Des  Plaines,  Illinois,  and one  banking  office  in Elk  Grove
Village, Illinois. The acquisition was funded from borrowings under First Banks'
credit  agreement with a group of unaffiliated  financial  institutions.  At the
time of the transaction,  PFC had $256.3 million in total assets, $150.4 million
in loans, net of unearned discount,  $81.0 million in investment  securities and
$213.4  million  in  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  $12.6 million and will not be amortized,
but instead will be  periodically  tested for impairment in accordance  with the
requirements of SFAS No. 142 (as described below). The core deposit  intangibles
were approximately $2.9 million and will be amortized over seven years utilizing
the straight-line  method.  PFC was merged with and into UFG, and PlainsBank was
merged with and into First Bank.

<PAGE>



(3)  IMPLEMENTATION OF ACCOUNTING PRONOUNCEMENTS

     In July 2001,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of Financial Accounting Standards (SFAS) No. 142 -- Goodwill and Other
Intangible  Assets.  SFAS No. 142 requires that goodwill and  intangible  assets
with  indefinite  useful lives no longer be  amortized,  but instead  tested for
impairment at least annually in accordance  with the provisions of SFAS No. 142.
SFAS No. 142 also requires that intangible  assets with definite useful lives be
amortized  over  their  respective  estimated  useful  lives to their  estimated
residual values,  and reviewed for impairment in accordance with SFAS No. 144 --
Accounting  for the  Impairment  or Disposal of  Long-Lived  Assets as discussed
below.  The amortization of goodwill ceased upon adoption of SFAS No. 142, which
for calendar year-end companies was January 1, 2002.

     On  January 1, 2002,  First  Banks  adopted  SFAS No.  142.  At the date of
adoption,  First  Banks had  unamortized  goodwill  of $115.9  million  and core
deposit  intangibles  of $9.6  million,  which were  subject  to the  transition
provisions  of SFAS No. 142.  Under SFAS No. 142,  First Banks will  continue to
amortize,  on a straight-line  basis, its core deposit  intangibles and goodwill
associated  with  purchases  of branch  offices.  Goodwill  associated  with the
purchase of  subsidiaries  will no longer be  amortized,  but  instead,  will be
tested  annually  for  impairment  following  First Banks'  existing  methods of
measuring  and  recording  impairment  losses.  First Banks is  currently in the
process of completing the transitional  goodwill  impairment test required under
SFAS No. 142, to determine the  potential  impact,  if any, on the  consolidated
financial statements.  However,  First Banks does not believe the results of the
transitional  goodwill impairment testing will identify  significant  impairment
losses or have a material effect on the consolidated financial statements.

     Intangible  assets  associated  with the purchase of  subsidiaries,  net of
amortization, were comprised of the following at March 31, 2002 and December 31,
2001:
<TABLE>
<CAPTION>

                                                       March 31, 2002                December 31, 2001
                                                ----------------------------  ----------------------------
                                                  Gross                          Gross
                                                 Carrying       Accumulated     Carrying      Accumulated
                                                  Amount       Amortization      Amount      Amortization
                                                  ------       ------------      ------      ------------
                                                             (dollars expressed in thousands)

     Amortized intangible assets:
<S>                                             <C>                  <C>           <C>           <C>
         Core deposit intangibles...........    $   12,506           (446)         9,580               --
         Goodwill associated with
           purchases of branch offices......         2,210           (612)         2,210             (576)
                                                ----------        -------       --------          -------
              Total.........................    $   14,716         (1,058)        11,790             (576)
                                                ==========        =======       ========          =======

     Unamortized intangible assets:
         Goodwill associated with the
           purchase of subsidiaries.........    $  127,071                       114,226
                                                ==========                      ========
</TABLE>

     Amortization  of intangibles  associated  with the purchase of subsidiaries
was  $482,000  and $1.9  million for the three  months  ended March 31, 2002 and
2001,  respectively,  and $8.2  million for the year ended  December  31,  2001.
Amortization  of  intangibles  associated  with the  purchase  of  subsidiaries,
including  amortization of core deposit  intangibles and branch  purchases,  has
been  estimated  through  2007 in the  following  table,  and does not take into
consideration any potential future acquisitions or branch purchases.

                                                (dollars expressed in thousands)

    Year ending December 31:
        2002............................................  $   1,928
        2003............................................      1,928
        2004............................................      1,928
        2005............................................      1,928
        2006............................................      1,928
        2007............................................      1,928
                                                          ---------
           Total........................................  $  11,568
                                                          =========


<PAGE>

     Changes in the carrying amount of goodwill for the three months ended March
31, 2002 were as follows:
<TABLE>
<CAPTION>

                                                                   Three Months Ended March 31, 2002
                                                             -------------------------------------------
                                                             First Bank           FB&T             Total
                                                             ----------           ----             -----
                                                                    (dollars expressed in thousands)

<S>                                                           <C>               <C>              <C>
         Balance, beginning of period.......................  $  19,165         96,695           115,860
         Goodwill acquired during period....................     12,577             --            12,577
         Acquisition-related adjustments....................        170             99               269
         Amortization - purchases of branch offices.........         --            (36)              (36)
                                                              ---------         ------          --------
           Balance, end of period...........................  $  31,912         96,758           128,670
                                                              =========         ======          ========
</TABLE>

     The  following  is a  reconciliation  of reported  net income to net income
adjusted to reflect the adoption of SFAS No. 142, as if it had been  implemented
on January 1, 2001:
<TABLE>
<CAPTION>
                                                                                    Three Months Ended
                                                                                         March 31,
                                                                                  ----------------------
                                                                                  2002              2001
                                                                                  ----              ----
                                                                                    (dollars expressed
                                                                                       in thousands)
       Net income:
<S>                                                                             <C>                 <C>
         Reported net income.................................................   $    8,000          12,352
         Add back - goodwill amortization....................................           --           1,805
                                                                                ----------        --------
           Adjusted net income...............................................   $    8,000          14,157
                                                                                ==========        ========

       Basic earnings per share:
         Reported net income.................................................   $   329.84          513.78
         Add back - goodwill amortization....................................           --           76.29
                                                                                ----------        --------
           Adjusted net income...............................................   $   329.84          590.07
                                                                                ==========        ========

       Diluted earnings per share:
         Reported net income.................................................   $   328.30          502.93
         Add back - goodwill amortization....................................           --           73.51
                                                                                ----------        --------
           Adjusted net income...............................................   $   328.30          576.44
                                                                                ==========        ========
</TABLE>

     In  August  2001,  the FASB  issued  SFAS  No.  144 --  Accounting  for the
Impairment or Disposal of Long-Lived  Assets.  SFAS No. 144 supersedes  SFAS No.
121,  Accounting  for the  Impairment  of Long-Lived  Assets and for  Long-Lived
Assets to be  Disposed  Of.  SFAS No. 144  addresses  financial  accounting  and
reporting for the impairment or disposal of long-lived  assets and requires that
one accounting  model be used for  long-lived  assets to be disposed of by sale,
whether  previously held and used or newly  acquired.  SFAS No. 144 broadens the
presentation of discontinued  operations to include more disposal  transactions.
Therefore, the accounting for similar events and circumstances will be the same.
The provisions of SFAS No. 144 are effective for financial statements issued for
fiscal years beginning after December 15, 2001, and interim periods within those
fiscal years, with early application encouraged.  The provisions of SFAS No. 144
generally  are to be applied  prospectively.  On January  1, 2002,  First  Banks
implemented  SFAS  No.  144,  which  did  not  have  a  material  effect  on the
consolidated financial statements.

(4)  MORTGAGE SERVICING RIGHTS

     Mortgage  servicing  rights are  amortized  in  proportion  to the  related
estimated net servicing  income on a  disaggregated,  discounted  basis over the
estimated  lives of the related  mortgages  considering the level of current and
anticipated repayments,  which range from five to 10 years. The weighted average
amortization period of the mortgage servicing rights is seven years.
<PAGE>

     Changes in mortgage servicing rights, net of amortization,  for the periods
indicated were as follows:
<TABLE>
<CAPTION>

                                                                                        Three Months Ended
                                                                                             March 31,
                                                                                       --------------------
                                                                                        2002          2001
                                                                                        ----          ----
                                                                                 (dollars expressed in thousands)

<S>                                                                                    <C>             <C>
              Balance, beginning of period.........................................    $  10,125       7,048
              Originated mortgage servicing rights.................................        2,438       1,034
              Amortization.........................................................         (817)       (824)
                                                                                       ---------    --------
              Balance, end of period...............................................    $  11,746       7,258
                                                                                       =========    ========
</TABLE>


     Amortization of mortgage servicing rights was $817,000 and $824,000 for the
three months ended March 31, 2002 and 2001,  respectively,  and $3.7 million for
the year ended December 31, 2001.

     Amortization of mortgage  servicing rights has been estimated  through 2007
in the following table.

                                                (dollars expressed in thousands)

      Year ending December 31:
          2002..........................................  $   3,268
          2003..........................................      3,268
          2004..........................................      3,268
          2005..........................................      3,268
          2006..........................................      3,268
          2007..........................................      3,268
                                                          ---------
             Total......................................  $  19,608
                                                          =========

(5)  EARNINGS PER COMMON SHARE

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

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


     Three months ended March 31, 2002:
<S>                                                                          <C>               <C>         <C>
         Basic EPS - income before cumulative effect.....................    $  7,804          23,661      $ 329.84
         Cumulative effect of change in accounting principle, net of tax.          --              --            --
                                                                             --------         -------      --------
         Basic EPS - income available to common stockholders.............       7,804          23,661        329.84
         Effect of dilutive securities:
           Class A convertible preferred stock...........................         192             696         (1.54)
                                                                             --------         -------      --------
         Diluted EPS - income available to common stockholders...........    $  7,996          24,357      $ 328.30
                                                                             ========         =======      ========

     Three months ended March 31, 2001:
         Basic EPS - income before cumulative effect.....................    $ 13,532          23,661      $ 571.94
         Cumulative effect of change in accounting principle, net of tax.      (1,376)             --        (58.16)
                                                                             --------         -------      --------
         Basic EPS - income available to common stockholders.............      12,156          23,661        513.78
         Effect of dilutive securities:
           Class A convertible preferred stock...........................         192             893        (10.85)
                                                                             --------         -------      --------
         Diluted EPS - income available to common stockholders...........    $ 12,348          24,554      $ 502.93
                                                                             ========         =======      ========
</TABLE>
<PAGE>

(6)  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  $757,000  and $731,000 for the three months ended March
31, 2002 and 2001, respectively, in commissions paid by unaffiliated third-party
companies.  The commissions received were primarily in connection with the sales
of  annuities,  securities  and other  insurance  products to  customers  of the
Subsidiary Banks.

     First  Services,  L.P.,  a limited  partnership  indirectly  owned by First
Banks'  Chairman and his adult  children,  provides  information  technology and
various related  services to First Banks,  Inc. and its Subsidiary  Banks.  Fees
paid under  agreements  with First  Services,  L.P.  were $6.7  million and $5.3
million for the three  months  ended  March 31,  2002,  and 2001,  respectively.
During the three months ended March 31, 2002 and 2001, First Services, L.P. paid
First Banks $898,000 and $486,000,  respectively,  in rental fees for the use of
data processing and other equipment owned by First Banks.

(7)  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, 2002,  First Banks and the Subsidiary Banks were each
well capitalized under the applicable regulations.

     As of March 31,  2002,  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.

     At March 31, 2002 and December 31,  2001,  First Banks' and the  Subsidiary
Banks' required and actual capital ratios were as follows:
<TABLE>
<CAPTION>
                                                              Actual                                   To Be Well
                                                     ---------------------------   For Capital      Capitalized Under
                                                       March 31,    December 31,     Adequacy       Prompt Corrective
                                                        2002           2001          Purposes       Action Provisions
                                                        ----           ----          --------       -----------------

         Total capital (to risk-weighted assets):
<S>                                                       <C>          <C>              <C>                <C>
              First Banks.............................    10.32%       10.53%           8.0%               10.0%
              First Bank..............................    10.46        10.14            8.0                10.0
              FB&T....................................    11.06        11.27            8.0                10.0

         Tier 1 capital (to risk-weighted assets):
              First Banks.............................     7.40         7.57            4.0                 6.0
              First Bank..............................     9.20         8.89            4.0                 6.0
              FB&T....................................     9.81        10.02            4.0                 6.0

         Tier 1 capital (to average assets):
              First Banks.............................     6.60         7.25            3.0                 5.0
              First Bank..............................     7.88         8.67            3.0                 5.0
              FB&T....................................     9.18         9.47            3.0                 5.0
</TABLE>
<PAGE>

(8)  BUSINESS SEGMENT RESULTS

     First Banks'  business  segments are its Subsidiary  Banks.  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,  the  Subsidiary  Banks  provide
similar  products and services in their defined  geographic  areas. The products
and services  offered  include a broad range of commercial and personal  deposit
products,  including demand, savings, money market and time deposit accounts. In
addition,  the  Subsidiary  Banks  market  combined  basic  services for various
customer groups,  including packaged accounts for more affluent  customers,  and
sweep accounts,  lock-box  deposits and cash management  products for commercial
customers.  The Subsidiary Banks also offer both consumer and commercial  loans.
Consumer lending includes  residential real estate,  home equity and installment
lending.  Commercial  lending  includes  commercial,  financial and agricultural
loans, real estate  construction and development  loans,  commercial real estate
loans, asset-based loans, commercial leasing and trade financing.

     Other financial services include mortgage banking,  debit cards,  brokerage
services,   credit-related  insurance,   automated  teller  machines,  telephone
banking,  safe deposit boxes,  escrow and  bankruptcy  deposit  services,  stock
option services,  and trust,  private banking and institutional money 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
geographic  areas  include  eastern  Missouri,  Illinois,  southern and northern
California and Houston,  Dallas,  Irving and McKinney,  Texas.  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.

     The business  segment  results are  consistent  with First Banks'  internal
reporting  system and, in all  material  respects,  with  accounting  principles
generally accepted in the United States of America and practices  predominant in
the banking industry.


<PAGE>



         The business segment results are summarized as follows:
<TABLE>
<CAPTION>


                                                                               First Bank                        FB&T
                                                                      ---------------------------    ---------------------------
                                                                       March 31,    December 31,       March 31,   December 31,
                                                                         2002           2001             2002          2001
                                                                         ----           ----             ----          ----
                                                                                    (dollars expressed in thousands)

Balance sheet information:

<S>                                                                   <C>                <C>            <C>         <C>
Investment securities...........................................      $  321,577         245,365        298,028     368,207
Loans, net of unearned discount.................................       3,158,581       3,086,023      2,293,477   2,323,263
Total assets....................................................       3,883,449       3,707,081      2,983,675   3,057,920
Deposits........................................................       3,377,273       3,142,676      2,477,316   2,555,396
Stockholders' equity............................................         352,296         321,336        384,170     398,713
                                                                      ==========       =========      =========   =========





                                                                              First Bank                         FB&T
                                                                      --------------------------        ----------------------
                                                                          Three Months Ended              Three Months Ended
                                                                               March 31,                       March 31,
                                                                      --------------------------        ----------------------
                                                                         2002             2001            2002         2001
                                                                         ----             ----            ----         ----

Income statement information:

Interest income.................................................      $   59,742          61,595         46,866      54,739
Interest expense................................................          22,420          31,176         13,671      22,340
                                                                      ----------       ---------       --------    --------
     Net interest income........................................          37,322          30,419         33,195      32,399
Provision for loan losses.......................................           5,300           3,300          7,700          90
                                                                      ----------       ---------       --------    --------
     Net interest income after provision for loan losses........          32,022          27,119         25,495      32,309
Noninterest income..............................................          13,872          12,432          5,535       4,510
Noninterest expense.............................................          35,005          24,306         20,676      20,792
                                                                      ----------       ---------       --------    --------
     Income before provision for income taxes,
       minority interest in income of subsidiary and cumulative
       of change in accounting principle.......................           10,889          15,245         10,354      16,027
Provision for income taxes.....................................            3,566           5,327          3,902       6,284
                                                                      ----------       ---------       --------    --------
     Income before minority interest in income of
       subsidiary and cumulative effect of change in
       accounting principle.....................................           7,323           9,918          6,452       9,743
Minority interest in income of subsidiary.......................              --              --             --          --
                                                                      ----------       ---------       --------    --------
     Income before cumulative effect of change in
       accounting principle.....................................           7,323           9,918          6,452       9,743
Cumulative effect of change in accounting principle, net of tax.              --            (917)            --        (459)
                                                                      ----------       ---------       --------    --------
     Net income.................................................      $    7,323           9,001          6,452       9,284
                                                                      ==========       =========       ========    ========

---------------------------
(1)  Corporate  and other  includes  $6.2  million and $4.5 million of guaranteed preferred  debentures expense for the three months
     ended  March 31, 2002 and 2001,  respectively.  The  applicable  income  tax  benefit associated  with he guaranteed  preferred
     debentures expense was $2.2 million and $1.6 million for the three  months  ended  March 31,  2002 and  2001, respectively.  In
     addition, corporate and other includes FCG and holding company expenses.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>




                                     Corporate, Other and
                              Intercompany Reclassifications (2)                       Consolidated Totals
                              ----------------------------------               ----------------------------------
                               March 31,          December 31,                   March 31,          December 31,
                                  2002                2001                         2002                 2001
                                  ----                ----                         ----                 ----
                                                       (dollars expressed in thousands)



<S>                             <C>                  <C>                         <C>                   <C>
                                21,557               17,496                      641,162               631,068
                                  (417)                (417)                   5,451,641             5,408,869
                                17,668               13,450                    6,884,792             6,778,451
                               (16,020)             (14,168)                   5,838,569             5,683,904
                              (286,619)            (271,392)                     449,847               448,657
                             =========             ========                    =========             =========




                                  Corporate, Other and
                            Intercompany Reclassifications (2)                       Consolidated  Totals
                            ----------------------------------                 ----------------------------------
                                    Three Months Ended                                Three Months Ended
                                        March 31,                                          March 31,
                            ---------------------------------                  ----------------------------------
                               2002                   2001                       2002                     2001
                               ----                   ----                       ----                     ----



                                     4                 (297)                     106,612                116,037
                                 6,399                5,113                       42,490                 58,629
                             ---------             --------                    ---------             ----------
                                (6,395)              (5,410)                      64,122                 57,408
                                    --                   --                       13,000                  3,390
                             ---------             --------                    ---------             ----------
                                (6,395)              (5,410)                      51,122                 54,018
                                  (572)                (468)                      18,835                 16,474
                                 1,177                2,031                       56,858                 47,129
                             ---------             --------                    ---------             ----------


                                (8,144)              (7,909)                      13,099                 23,363
                                (2,697)              (2,487)                       4,771                  9,124
                             ---------             --------                    ---------             ----------


                                (5,447)              (5,422)                       8,328                 14,239
                                   328                  511                          328                    511
                             ---------             --------                    ---------             ----------

                                (5,775)              (5,933)                       8,000                 13,728
                                    --                   --                           --                 (1,376)
                             ---------             --------                    ---------             ----------
                                (5,775)              (5,933)                       8,000                 12,352
                             =========             ========                    =========             ==========


</TABLE>


<PAGE>


(9)  SUBSEQUENT EVENT

     On April 10, 2002, First Bank Capital Trust (FBCT), a newly-formed Delaware
business trust subsidiary of First Banks,  issued 25,000 shares of variable rate
cumulative trust preferred securities at $1,000 per share in a private placement
offering,  and issued 774 shares of common  securities  to First Banks at $1,000
per share.  First  Banks owns all of the common  securities  of FBCT.  The gross
proceeds of the offering were used by FBCT to purchase $25.8 million of variable
rate junior  subordinated  debentures  from First  Banks,  maturing on April 22,
2032.  The maturity date of the  subordinated  debentures  may be shortened to a
date not  earlier  than April 22,  2007,  if  certain  conditions  are met.  The
subordinated  debentures  are the sole  asset of FBCT.  In  connection  with the
issuance of the FBCT 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 FBCT under the FBCT  preferred
securities.  First  Banks'  proceeds  from  the  issuance  of  the  subordinated
debentures to FBCT, net of offering expenses,  were $24.2 million, and were used
to reduce indebtedness currently outstanding under First Banks' revolving credit
line  with a group of  unaffiliated  banks.  The  distribution  rate on the FBCT
securities is equivalent to the six-month  London  Interbank  Offering Rate plus
387.5  basis  points,  and is payable  semi-annually  in arrears on April 22 and
October 22, beginning on October 22, 2002.


<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 our financial  condition,  results of operations and
business.  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 us,  including but not limited to  fluctuations  in interest
rates and in the economy, including the negative impact on the economy resulting
from the events of September 11, 2001 in New York City and  Washington  D.C. and
the  national  response  to those  events;  the  impact of laws and  regulations
applicable to us and changes  therein;  the impact of accounting  pronouncements
applicable to us and changes therein;  competitive  conditions in the markets in
which  we  conduct  our  operations,  including  competition  from  banking  and
non-banking  companies  with  substantially  greater  resources than us, some of
which may offer and develop products and services not offered by us; our ability
to control the  composition of our loan portfolio  without  adversely  affecting
interest  income;  and our  ability to respond  to changes in  technology.  With
regard to our 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  anticipated  operating costs arising from
the geographic dispersion of our offices, as compared with competitors operating
solely in contiguous  markets;  the competition of larger acquirers with greater
resources than us,  fluctuations in the prices at which acquisition  targets may
be available for sale; and the potential for difficulty or  unanticipated  costs
in realizing the benefits of particular acquisition transactions. Readers of our
Form  10-Q  should  therefore  not  place  undue  reliance  on   forward-looking
statements.

                                     General

     We are a  registered  bank  holding  company  incorporated  in Missouri and
headquartered  in St.  Louis  County,  Missouri.  Through the  operation  of our
subsidiaries,  we offer a broad array of  financial  services  to  consumer  and
commercial customers.  We currently operate banking subsidiaries with 152 branch
offices throughout California,  Illinois, Missouri and Texas. At March 31, 2002,
we had total assets of $6.88 billion,  loans, net of unearned discount, of $5.45
billion,  total  deposits  of $5.84  billion and total  stockholders'  equity of
$449.8 million.

     Through our  subsidiary  banks,  we offer a broad range of  commercial  and
personal deposit  products,  including  demand,  savings,  money market and time
deposit  accounts.  In addition,  we market  combined basic services for various
customer groups,  including packaged accounts for more affluent  customers,  and
sweep accounts,  lock-box  deposits and cash management  products for commercial
customers.  We also offer both consumer and commercial  loans.  Consumer lending
includes   residential  real  estate,  home  equity  and  installment   lending.
Commercial lending includes  commercial,  financial and agricultural loans, real
estate  construction  and  development  loans,  commercial  real  estate  loans,
asset-based  loans,  commercial  leasing and trade  financing.  Other  financial
services   include   mortgage   banking,   debit  cards,   brokerage   services,
credit-related insurance, internet banking, automated teller machines, telephone
banking,  safe deposit boxes,  escrow and  bankruptcy  deposit  services,  stock
option services and trust,  private banking and  institutional  money management
services.

     We operate  through two subsidiary  banks,  three  subsidiary  bank holding
companies, and through our subsidiary leasing company, as follows:

    Union Financial Group, Ltd., or UFG, headquartered in Swansea, Illinois,
        and its wholly owned subsidiary:
          First Bank, headquartered in St. Louis County, Missouri;
    First Capital Group, Inc., or FCG, headquartered in Albuquerque, New Mexico;
    First Banks America, Inc., or FBA, headquartered in St. Louis County,
          Missouri, and its wholly owned subsidiaries:
             The San Francisco Company, or SFC, headquartered in San Francisco,
                California, and its wholly owned subsidiary:
                   First Bank & Trust, or FB&T, headquartered in San Francisco,
                     California.

     Our subsidiary  banks and FCG are wholly owned by their  respective  parent
companies. We owned 93.69% of FBA at March 31, 2002 and December 31, 2001.

     Primary responsibility for managing our subsidiary banking units rests with
the officers and directors of each unit. However, in keeping with our policy, we
centralize overall corporate policies,  procedures and administrative  functions
and provide  operational  support functions for our subsidiaries.  This practice
allows  us  to  achieve  various  operating   efficiencies  while  allowing  our
subsidiary banking units to focus on customer service.



<PAGE>


                               Financial Condition

     Our total assets were $6.88 billion and $6.78 billion at March 31, 2002 and
December  31,  2001,  respectively.  The  increase in total  assets is primarily
attributable  to our  acquisition of Plains  Financial  Corporation,  or PFC, in
January 2002, which provided total assets of $256.3 million, partially offset by
lower loan demand and an  anticipated  level of  attrition  associated  with our
acquisitions of Charter Pacific Bank, BYL Bancorp and UFG,  completed during the
fourth  quarter  of 2001,  and of PFC.  Federal  funds sold  increased  by $67.6
million due to the  investment  of excess  funds  resulting  from  reduced  loan
demand.  Loans, net of unearned discount,  increased by $42.8 million,  which is
further  discussed  under  "--Loans and Allowance for Loan Losses." In addition,
investment  securities  increased  $10.1 million to $641.2  million at March 31,
2002 from $631.1  million at December 31, 2001. We attribute the increase to the
purchase of  available-for-sale  investment securities of $123.2 million as well
as the $81.0 million of investments acquired in conjunction with our acquisition
of PFC,  offset by maturities  of  available-for-sale  investment  securities of
$194.9  million.  The net  proceeds  associated  with the decline in  investment
securities, exclusive of the PFC securities, were utilized primarily to fund our
reduction in total deposits (as further discussed below). Intangibles associated
with the purchase of  subsidiaries  increased  $15.3  million,  which  primarily
reflects core deposit  intangibles of $2.9 million and goodwill of $12.6 million
associated  with our  acquisition  of PFC.  The  overall  increase in assets was
offset  by a  decrease  of  $12.8  million  in  derivative  instruments  due  to
mark-to-market  adjustments  required  under  Statement of Financial  Accounting
Standards,  or SFAS, No. 133, Accounting for Derivative  Instruments and Hedging
Activities, which was implemented in January 2001, offset by the market value of
two  interest  rate  swap  agreements  purchased  in  March  2002.  See  further
discussion under "--Interest Rate Risk Management."  Total deposits increased by
$154.7 million to $5.84 billion at March 31, 2002 from $5.68 billion at December
31, 2001. The increase primarily reflects deposits of $213.4 million acquired in
our PFC acquisition offset by an anticipated level of attrition  associated with
our  acquisitions  in the fourth  quarter of 2001 and the first quarter of 2002,
normal cyclical trends  typically  experienced  during the first quarter of each
calendar  year and  continued  aggressive  competition  within our market areas.
Short-term  borrowings  decreased  $53.4 million to $189.7  million at March 31,
2002 from $243.1 million at December 31, 2001,  primarily due to a $70.0 million
reduction  in federal  funds  purchased.  Our note  payable  increased  by $15.5
million to $43.0  million at March 31, 2002 from $27.5  million at December  31,
2001 due to a $36.5  million  advance  utilized to fund the  acquisition  of PFC
offset by repayments during the period. Furthermore,  accrued expenses and other
liabilities  decreased  $13.6  million to $47.9  million at March 31,  2002 from
$61.5 million at December 31, 2001. We attribute this decrease  primarily to the
timing of certain payments.

                              Results of Operations

Net Income

     Net income was $8.0 million for the three  months ended March 31, 2002,  in
comparison  to  $12.4   million  for  the   comparable   period  in  2001.   The
implementation of SFAS No. 133, as amended,  on January 1, 2001, resulted in the
recognition  of a cumulative  effect of change in  accounting  principle of $1.4
million, net of tax, which reduced net income for 2001. Excluding this item, net
income  was $13.7  million  for the three  months  ended  March  31,  2001.  The
accounting for derivatives  under the requirements of SFAS No. 133 will continue
to have an impact on future  financial  results as further  discussed  above and
under "--Noninterest Income." The decline in earnings for the three months ended
March 31, 2002, as compared to the three months ended March 31, 2001,  primarily
reflects  higher  operating  expenses and increased  provisions  for loan losses
associated with the increased  charge-off,  delinquency and nonperforming trends
we are  experiencing  as a result of current  economic  conditions.  The overall
increase in operating  expenses (as discussed below) was partially offset by the
discontinuation of the amortization of certain  intangibles  associated with the
purchase of subsidiaries in accordance with the  implementation of SFAS No. 142,
on January 1, 2002. Amortization of intangibles for the three months ended March
31,  2002 and 2001  was  $482,000  and  $1.9  million,  respectively.  If we had
implemented  SFAS No.  142 at the  beginning  of 2001,  net income for the three
months  ended  March 31,  2001,  would have  increased  $1.8  million,  to $14.2
million,  or  $576.44  per  share on a fully  diluted  basis.  See Note 3 to our
consolidated  financial statements.  The higher operating expenses and increased
provisions  for loan losses were  partially  offset by increases in net interest
income and noninterest income as further discussed under "--Net Interest Income"
and "--Noninterest Income."

     Operating  expenses  increased to $56.9  million for the three months ended
March 31, 2002,  compared to $47.1 million for the comparable period in 2001. As
further  discussed  under  "--Noninterest   Expense,"  the  increased  operating
expenses,  offset by the decline in amortization of intangibles  associated with
the  purchase  of  subsidiaries   previously   discussed  above,  are  primarily
attributable to:

     >>   the operating expenses of the aforementioned  acquisitions  subsequent
          to their respective  acquisition dates, including certain nonrecurring
          expenditures;
<PAGE>

     >>   increased salaries and employee benefit expenses;

     >>   increased information technology fees; and

     >>   a  $1.3  million  charge  to  other  expense  on  an  operating  lease
          associated with our commercial leasing business.

     These higher  operating  expenses,  exclusive of the operating  lease,  are
reflective of recently completed  acquisitions and significant  investments that
have been made in personnel,  technology,  equipment, facilities and new product
and business lines in conjunction with our overall strategic growth plan.

Net Interest Income

     Net interest  income  (expressed on a tax  equivalent  basis)  increased to
$64.4 million, or 4.20% of  interest-earning  assets, for the three months ended
March 31, 2002, from $57.6 million, or 4.41% of interest-earning assets, for the
comparable  period in 2001,  respectively.  We credit the increased net interest
income  for  the  three  months  ended  March  31,  2002  primarily  to the  net
interest-earning  assets provided by our acquisitions  completed during 2001 and
in January  2002,  internal  loan growth and earnings on our interest  rate swap
agreements  that we entered  into in  conjunction  with our  interest  rate risk
management program. The increase in net interest income,  however, was partially
offset by  reductions  in  prevailing  interest  rates  during  2001 and overall
economic  conditions,  resulting in the decline in our net interest  margin.  In
addition,  guaranteed  preferred  debentures  expense was $6.2  million and $4.5
million for the three  months ended March 31, 2002 and 2001,  respectively.  The
increase for 2002 is primarily  attributable to the issuance of $55.2 million of
additional  trust  preferred  securities  in  November  2001  by  our  financing
subsidiary,  First  Preferred  Capital  Trust  III,  and a  change  in  estimate
regarding the  amortization  period over which the deferred  issuance  costs are
being amortized.

     Average loans, net of unearned  discount,  were $5.50 billion for the three
months ended March 31, 2002, in  comparison to $4.80 billion for the  comparable
period in 2001. The yield on our loan portfolio, however, decreased to 7.32% for
the three months ended March 31, 2002, in comparison to 9.06% for the comparable
period in 2001. This was a major  contributor to the decline in our net interest
margin of 21 basis  points for the three  months  ended  March 31, 2002 from the
comparable  period in 2001.  We  attribute  the  decline  in yields  and our net
interest  margin  primarily  to  the  decreases  in  prevailing  interest  rates
throughout  2001.  During the period from March 31, 2001 through March 31, 2002,
the Board of  Governors of the Federal  Reserve  System  decreased  the targeted
Federal funds rate eight times,  resulting in eight  decreases in the prime rate
of  interest  from  8.0% to  4.75%.  This is  reflected  not only in the rate of
interest  earned on loans that are indexed to the prime rate,  but also in other
assets and liabilities  which either have variable or adjustable rates, or which
matured or repriced during this period.  As further  discussed under "--Interest
Rate Risk  Management,"  the reduced level of interest income earned on our loan
portfolio as a result of declining interest rates was partially mitigated by the
earnings associated with our interest rate swap agreements. For the three months
ended March 31, 2002 and 2001, these agreements  provided net interest income of
$11.2 million and $973,000,  respectively.  In addition,  increased  competition
within our market areas led to reduced lending rates.

     For the three months ended March 31, 2002, the aggregate  weighted  average
rate paid on our deposit portfolio decreased to 2.89%, compared to 4.90% for the
comparable  period in 2001. We attribute the decline  primarily to rates paid on
savings and time deposits,  which have continued to decline in conjunction  with
the interest rate reductions previously discussed. The overall decrease in rates
paid for the three  months  ended  March  31,  2002,  is a result  of  generally
decreasing  interest rates during 2001.  However,  the competitive  pressures on
deposits within our market areas precluded us from fully  reflecting the general
interest rate decreases in our deposit  pricing and still  providing an adequate
funding source for loans.

     The  aggregate  weighted  average rate paid on our note  payable  decreased
significantly  to 3.07% for the three months  ended March 31, 2002,  compared to
7.25% for the comparable  period in 2001.  Amounts  outstanding under our $120.0
million line of credit with a group of unaffiliated  financial institutions bear
interest  at the lead  bank's  corporate  base  rate or, at our  option,  at the
Eurodollar  rate plus a margin  determined  by the  outstanding  balance and our
profitability. Thus, our revolving credit line represents a relatively high-cost
funding source as increased  advances have the effect of increasing the weighted
average  rate of  non-deposit  liabilities.  The  overall  cost of this  funding
source, however, has been significantly mitigated by the reductions in the prime
lending  rate during 2001.  During 2001,  our note payable was fully repaid from
the proceeds of the trust preferred securities issued by First Preferred Capital
Trust III. However, on December 31, 2001, we obtained a $27.5 million advance to
fund our acquisition of UFG and in January 2002, we utilized the note payable to
fund our  acquisition  of PFC. The aggregate  weighted  average rate paid on our
short-term borrowings also declined for the three months ended March 31, 2002 as
compared to the comparable period in 2001,  reflecting reductions in the current
interest rate environment.
<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 three
months ended March 31, 2002 and 2001:
<TABLE>
<CAPTION>
                                                                           Three Months Ended March 31,
                                                              ------------------------------------------------------
                                                                         2002                         2001
                                                               ------------------------     ------------------------
                                                                         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>   <C>         <C>       <C>
    Loans (1) (2) (3)(4) .................................   $5,495,047   99,122   7.32% $4,797,109  107,138   9.06%
    Investment securities (4) ............................      657,997    7,517   4.63     469,178    8,606   7.44
    Federal funds sold....................................       66,747      263   1.60      29,257      428   5.93
    Other.................................................        7,307       26   1.44       3,133       67   8.67
                                                             ---------- --------         ---------- --------
           Total interest-earning assets..................    6,227,098  106,928   6.96   5,298,677  116,239   8.90
                                                                        --------                    --------
Nonearning assets.........................................      672,056                     500,953
                                                             ----------                  ----------
           Total assets...................................   $6,899,154                  $5,799,630
                                                             ==========                  ==========

                        LIABILITIES AND
                     STOCKHOLDERS' EQUITY
                     --------------------

Interest-bearing liabilities:
    Interest-bearing deposits:
       Interest-bearing demand deposits...................   $  660,288    1,672   1.03% $  454,497    1,673   1.49%
       Savings deposits...................................    1,913,728    9,169   1.94   1,425,876   14,183   4.03
       Time deposits of $100 or more......................      505,237    5,290   4.25     519,358    7,876   6.15
       Other time deposits (3)............................    1,829,492   18,881   4.19   1,812,460   27,189   6.08
                                                             ---------- --------         ---------- --------
           Total interest-bearing deposits................    4,908,745   35,012   2.89   4,212,191   50,921   4.90
    Short-term borrowings.................................      175,869      917   2.11     158,773    1,989   5.08
    Notes payable.........................................       46,063      349   3.07      68,806    1,230   7.25
    Guaranteed preferred debentures.......................      236,081    6,212  10.67     182,797    4,489   9.96
                                                             ---------- --------         ---------- --------
           Total interest-bearing liabilities.............    5,366,758   42,490   3.21   4,622,567   58,629   5.14
                                                                        --------                    --------
Noninterest-bearing liabilities:
    Demand deposits.......................................      938,796                     711,523
    Other liabilities.....................................      142,829                     105,011
                                                             ----------                  ----------
           Total liabilities..............................    6,448,383                   5,439,101
Stockholders' equity......................................      450,771                     360,529
                                                             ----------                  ----------
           Total liabilities and stockholders' equity.....   $6,899,154                  $5,799,630
                                                             ==========                  ==========
Net interest income.......................................                64,438                      57,610
                                                                        ========                    ========
Interest rate spread......................................                         3.75%                       3.76%
Net interest margin (5)...................................                         4.20                        4.41
                                                                                  =====                       =====
------------------------
(1)   For purposes of these computations, nonaccrual loans are included in the average loan amounts.
(2)   Interest income on loans includes loan fees.
(3)   Interest income and interest expense include the effects of interest rate swap agreements.
(4)   Information  is  presented  on  a  tax-equivalent  basis  assuming  a  tax  rate  of  35%. The tax-equivalent adjustments were
      approximately $316,000 and $202,000 for the three months ended March 31, 2002 and 2001, respectively.
(5)   Net  interest  margin  is  the  ratio of net interest income (expressed on a tax-equivalent basis) to average interest-earning
      assets.
</TABLE>

Provision for Loan Losses

     The  provision for loan losses was $13.0 million for the three months ended
March 31, 2002,  compared to $3.4 million for the comparable period in 2001. The
provision for loan losses reflects the level of loan charge-offs and recoveries,
the  adequacy  of the  allowance  for loan  losses  and the  effect of  economic
conditions  within our markets.  We attribute  the increase in the provision for
loan losses primarily to the overall growth in our loan portfolio, both internal
and  through  acquisitions,  a  general  increase  in risk  associated  with the
continued changing  composition of our loan portfolio and a significant increase
in loan charge-offs and delinquent loans, largely resulting from the slowdown in
economic  conditions  prevalent within our markets.  Loan charge-offs were $16.4

<PAGE>

million for the three months ended March 31, 2002, in comparison to $8.9 million
for the comparable period in 2001. The increase in loan charge-offs reflects the
general slowdown in economic conditions  prevalent within our markets as well as
an  aggregate   of  $11.0   million  of   charge-offs   on  three  large  credit
relationships.  Loan  recoveries  were $4.6  million for the three  months ended
March 31, 2002, in comparison to $1.9 million for the comparable period in 2001.
Although  nonperforming assets and past-due loans have declined to $73.8 million
at March  31,  2002 from  $86.8  million  at  December  31,  2001,  our  overall
nonperforming  and past-due trends are at higher than historical  levels and are
expected to remain at these levels in the near future. However, we believe these
trends represent normal cyclical trends  experienced within the banking industry
during times of economic  slowdown.  Management  considered  these trends in its
overall assessment of the adequacy of the allowance for loan losses.

     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 $18.8 million and $16.5 million for the three months
ended  March  31,  2002 and  2001,  respectively.  Noninterest  income  consists
primarily of service  charges on deposit  accounts and  customer  service  fees,
mortgage-banking  revenues,  a gain on the sale of our credit card  portfolio in
2001 and other income.

     Service  charges on deposit  accounts and  customer  service fees were $6.5
million  and $5.2  million for the three  months  ended March 31, 2002 and 2001,
respectively.  We attribute the increase in service charges and customer service
fees to:

     >>   increased deposit balances provided by internal growth;

     >>   our acquisitions completed during 2001 and, to a lesser degree, 2002;

     >>   additional  products  and  services  available  and  utilized  by  our
          expanding base of retail and commercial customers;

     >>   increased fee income  resulting from revisions of our customer service
          charge  rates,  effective  July 1, 2001,  and enhanced  control of fee
          waivers; and

     >>   increased income associated with automated teller machine services and
          debit cards.

     The gain on mortgage loans sold and held for sale was $5.2 million and $3.5
million for the three  months ended March 31, 2002 and 2001,  respectively.  The
overall  increase is primarily  attributable  to a  significant  increase in the
volume of loans originated and sold commensurate with the reductions in mortgage
loan  rates  experienced  in  2001 as well  as the  continued  expansion  of our
mortgage banking activities into new and existing markets.

     During the three months  ended March 31,  2001,  we recorded a $2.3 million
pre-tax  gain  on the  sale  of our  credit  card  portfolio.  The  sale of this
portfolio was consistent  with our strategic  decision to exit this product line
and enter into an agent relationship with a larger credit card service provider.

     Noninterest income for the three months ended March 31, 2002 included a net
gain on the sale of  available-for-sale  investment  securities  of $92,000,  in
comparison to a net loss on the sale of available-for-sale investment securities
of $174,000 for the  comparable  period in 2001.  The net gain for 2002 resulted
primarily  from the sales of  certain  investment  securities  held by  acquired
institutions that did not meet our overall  investment  objectives.  The loss in
2001 results from the liquidation of certain investment securities held by FBA.

     The net loss on  derivative  instruments  of $339,000  for the three months
ended March 31, 2002,  in  comparison  to the net gain of $497,000 for the three
months  ended  March 31,  2001,  results  from  changes in the fair value of our
interest rate cap agreements and fair value hedges.

     Other  income was $6.1  million and $4.1 million for the three months ended
March 31, 2002 and 2001,  respectively.  We attribute the primary  components of
the increase to:

     >>   our acquisitions completed during 2001 and, to a lesser extent, 2002;

     >>   increased   portfolio   management  fee  income  associated  with  our
          Institutional Money Management division;

     >>   increased  rental  income  associated  with  our  commercial   leasing
          activities; and
<PAGE>

     >>   a gain of  approximately  $448,000  on the sale of  certain  operating
          lease equipment associated with equipment leasing activities that were
          acquired in conjunction  with our acquisition of Bank of San Francisco
          in December 2000.

Noninterest Expense

     Noninterest  expense  was $56.9  million  and $47.1  million  for the three
months ended March 31, 2002 and 2001, respectively. The increase reflects:

     >>   the noninterest expense of our acquisitions completed during 2001 and,
          to a lesser extent,  2002,  including  certain  nonrecurring  expenses
          associated with those acquisitions;

     >>   increased salaries and employee benefit expenses;

     >>   increased information technology fees; and

     >>   increased  other  expense,  including a $1.3  million  charge to other
          expense on an operating lease  associated with our commercial  leasing
          business.

     Salaries and employee benefits were $27.3 million and $22.5 million for the
three months ended March 31, 2002 and 2001, respectively. We primarily associate
the increase with our 2001 acquisitions and higher  commissions paid to mortgage
loan  originators  due to  increased  volume.  The  increase  also  reflects 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.  In
addition,  the increase  includes various  additions to staff throughout 2001 to
enhance  management  expertise,   improve  technological   support,   strengthen
centralized operational functions and expand our product lines.

     Occupancy,  net of rental  income,  and  furniture  and  equipment  expense
totaled  $8.8 million and $7.3 million for the three months ended March 31, 2002
and  2001,   respectively.   We   primarily   attribute   the  increase  to  our
aforementioned acquisitions,  the relocation of certain branches and operational
areas,  and increased  depreciation  expense  associated  with numerous  capital
expenditures  associated with our continued  expansion and renovation of various
corporate  and branch  offices,  including  our  facility  that  houses  various
centralized operations and certain corporate administrative functions.

     Information  technology  fees were $8.1  million  and $6.5  million for the
three  months  ended  March  31,  2002 and  2001,  respectively.  As more  fully
described in Note 6 to our consolidated  financial  statements,  First Services,
L.P.  provides  information  technology and operational  support services to our
subsidiaries and us. We attribute the increased fees to growth and technological
advancements  consistent  with our  product  and  service  offerings,  continued
expansion and upgrades to technological  equipment,  networks and  communication
channels,  and certain nonrecurring expenses associated with the data processing
conversions of UFG and PFC, completed in the first quarter of 2002.

     Legal, examination and professional fees were $1.5 million and $1.7 million
for the three months ended March 31, 2002 and 2001,  respectively.  We primarily
attribute  the decrease in these fees to the  settlement  of certain  litigation
during 2001 offset by the continued  expansion of overall corporate  activities,
the ongoing  professional  services utilized by certain of our acquired entities
and  increased  legal  fees  associated  with  commercial  loan   documentation,
collection   efforts,   expanded   corporate   activities  and  certain  defense
litigation.

     Amortization  of intangibles  associated  with the purchase of subsidiaries
was  $482,000  and $1.9  million for the three  months  ended March 31, 2002 and
2001,  respectively.  The  significant  decrease for 2002 is attributable to the
implementation  of SFAS No. 142 in January 2002. See Note 3 to our  consolidated
financial statements.

     Other  expense was $6.9 million and $3.8 million for the three months ended
March 31,  2002 and  2001,  respectively.  Other  expense  encompasses  numerous
general and administrative  expenses including travel,  meals and entertainment,
insurance, freight and courier services, correspondent bank charges, advertising
and business development,  miscellaneous losses and recoveries,  memberships and
subscriptions and transfer agent fees. We attribute the majority of the increase
in other expense to:

     >>   our acquisitions completed during 2001 and, to a lesser extent, 2002;

     >>   increased  advertising and business  development  expenses  associated
          with various product and service initiatives and enhancements;
<PAGE>

     >>   a $1.3  million  charge  on an  operating  lease  associated  with our
          commercial leasing business; and

     >>   overall continued growth and expansion of our banking franchise.

Provision for Income Taxes

     The  provision  for income  taxes was $4.8 million and $9.1 million for the
three months ended March 31, 2002 and 2001, representing an effective income tax
rate of 36.4% and 39.1%, respectively.  The decrease in the effective income tax
rate for the three months ended March 31, 2002 reflects the significant  decline
in amortization of intangibles associated with the purchase of subsidiaries,  in
accordance  with the  requirements  of SFAS No. 142, which is not deductible for
tax purposes.


                          Interest Rate Risk Management

     We utilize derivative financial  instruments to assist in our management of
interest  rate  sensitivity  by  modifying  the  repricing,  maturity and option
characteristics  of certain assets and  liabilities.  The  derivative  financial
instruments we hold are summarized as follows:
<TABLE>
<CAPTION>

                                                                     March 31, 2002            December 31, 2001
                                                                -----------------------      ---------------------
                                                                 Notional       Credit       Notional      Credit
                                                                  Amount       Exposure       Amount      Exposure
                                                                  ------       --------       ------      --------
                                                                            (dollars expressed in thousands)

<S>                                                             <C>              <C>          <C>            <C>
         Cash flow hedges.....................................  $1,050,000       2,024        900,000        1,764
         Fair value hedges....................................     200,000       5,012        200,000        6,962
         Interest rate cap agreements.........................     450,000       1,243        450,000        2,063
         Interest rate lock commitments.......................      52,000          --         88,000           --
         Forward commitments to sell
           mortgage-backed securities.........................     152,000          --        209,000           --
                                                                ==========       =====        =======        =====
</TABLE>

     The notional amounts of derivative  financial  instruments do not represent
amounts exchanged by the parties and, therefore, are not a measure of our credit
exposure through our use of these  instruments.  The credit exposure  represents
the  accounting  loss we 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.

     During the three  months  ended March 31, 2002 and 2001,  the net  interest
income  realized on our derivative  financial  instruments was $11.2 million and
$973,000,  respectively.  In  addition,  we  realized  a net loss on  derivative
instruments,  which is included in noninterest income, of $339,000 for the three
months ended March 31,  2002,  in  comparison  to a net gain of $497,000 for the
comparable period in 2001.

Cash Flow Hedges

     We entered into the following interest rate swap agreements,  designated as
cash flow hedges,  to  effectively  lengthen the  repricing  characteristics  of
certain  interest-earning  assets to correspond  more closely with their funding
source  with the  objective  of  stabilizing  cash flow,  and  accordingly,  net
interest income over time:

     >>   During  1998,  we  entered  into  $280.0  million  notional  amount of
          interest rate swap  agreements that provided for us to receive a fixed
          rate of interest and pay an adjustable rate of interest  equivalent to
          the daily weighted average prime lending rate minus 2.705%.  The terms
          of the swap  agreements  provided for us to pay  quarterly and receive
          payment  semiannually.  In June 2001 and November  2001, we terminated
          $205.0 million and $75.0 million  notional  amount,  respectively,  of
          these swap  agreements,  which would have expired in 2002, in order to
          appropriately modify our overall hedge position in accordance with our
          interest  rate risk  management  program.  In  conjunction  with these
          terminations,  we  recorded  pre-tax  gains of $2.8  million  and $1.7
          million, respectively.

     >>   During  September 1999, we entered into $175.0 million notional amount
          of interest  rate swap  agreements  that  provided for us 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  provided for us to pay and receive interest on a quarterly
          basis. In April 2001, we terminated these swap agreements, which would
          have expired in September  2001,  and replaced  them with similar swap
          agreements  with  extended  maturities in order to lengthen the period
          covered by the swaps.  In  conjunction  with the  termination of these
          swap agreements, we recorded a pre-tax gain of $985,000.
<PAGE>

     >>   During  September  2000,  March  2001,  April  2001 and March  2002 we
          entered into $600.0 million, $200.0 million, $175.0 million and $150.0
          million   notional  amount,   respectively,   of  interest  rate  swap
          agreements that provide for us to receive a fixed rate of interest and
          pay an  adjustable  rate  equivalent  to the  weighted  average  prime
          lending rate minus 2.70%,  2.82%, 2.82% and 2.80%,  respectively.  The
          terms  of the  swap  agreements  provide  for us to  pay  and  receive
          interest on a quarterly  basis. In November 2001, we terminated  $75.0
          million notional amount of the swap agreements originally entered into
          in April  2001,  which would have  expired in April 2006,  in order to
          appropriately modify our overall hedge position in accordance with our
          interest rate risk management  program.  We recorded a pre-tax gain of
          $2.6  million  in  conjunction  with the  termination  of  these  swap
          agreements.  The amount receivable by us under the swap agreements was
          $3.2 million and $2.9 million at March 31, 2002 and December 31, 2001,
          respectively,  and the amount  payable by us was $1.2 million and $1.1
          million at March 31, 2002 and December 31, 2001, respectively.

     The maturity dates, notional amounts,  interest rates paid and received and
fair value of our interest rate swap  agreements  designated as cash flow hedges
as of March 31, 2002 and December 31, 2001 were as follows:
<TABLE>
<CAPTION>

                                                                  Notional   Interest Rate Interest Rate    Fair
                          Maturity date                            Amount        Paid        Received       Value
                          -------------                            ------        ----        --------       -----
                                                                         (dollars expressed in thousands)

         March 31, 2002:
<S>                <C> <C>                                     <C>               <C>           <C>       <C>
             March 14, 2004..................................  $  150,000        1.95%         3.93%     $    (408)
             September 20, 2004..............................     600,000        2.05          6.78         32,995
             March 21, 2005..................................     200,000        1.93          5.24          3,007
             April 2, 2006...................................     100,000        1.93          5.45          1,224
                                                               ----------                                ---------
                                                               $1,050,000        2.00          5.95      $  36,818
                                                               ==========       =====         =====      =========

         December 31, 2001:
             September 20, 2004..............................  $  600,000        2.05%         6.78%     $  40,980
             March 21, 2005..................................     200,000        1.93          5.24          4,951
             April 2, 2006...................................     100,000        1.93          5.45          2,305
                                                               ----------                                ---------
                                                               $  900,000        2.01          6.29      $  48,236
                                                               ==========       =====         =====      =========
</TABLE>

Fair Value Hedges

     We entered into the following interest rate swap agreements,  designated as
fair value  hedges,  to  effectively  shorten the repricing  characteristics  of
certain  interest-bearing  liabilities  to  correspond  more  closely with their
funding source with the objective of stabilizing net interest income over time:

     >>   During  September 2000, we entered into $25.0 million  notional amount
          of one-year  interest rate swap agreements and $25.0 million  notional
          amount of five and one-half year interest  rate swap  agreements  that
          provided for us to receive fixed rates of interest  ranging from 6.60%
          to 7.25% and pay an  adjustable  rate  equivalent  to the  three-month
          London  Interbank  Offering  Rate minus  rates  ranging  from 0.02% to
          0.11%.  The  terms  of  the  swap  agreements  provided  for us to pay
          interest  on a  quarterly  basis  and  receive  interest  on  either a
          semiannual  basis or an annual basis.  In September 2001, the one-year
          interest rate swap agreements matured,  and we terminated the five and
          one-half  year interest rate swap  agreements  because the  underlying
          interest-bearing  liabilities  had either  matured  or been  called by
          their respective counterparties. There was no gain or loss recorded as
          a result of the terminations.

     >>   During January 2001, we entered into $50.0 million  notional amount of
          three-year  interest rate swap agreements and $150.0 million  notional
          amount of five-year  interest rate swap agreements that provide for us
          to  receive a fixed rate of  interest  and pay an  adjustable  rate of
          interest equivalent to the three-month London Interbank Offering Rate.
          The terms of the swap  agreements  provide for us to pay interest on a
          quarterly basis and receive interest on a semiannual basis. The amount
          receivable by us under the swap  agreements  was $2.5 million and $5.2
          million at March 31, 2002 and December 31, 2001, respectively, and the
          amount  payable by us under the swap  agreements was $852,000 and $1.2
          million at March 31, 2002 and December 31, 2001, respectively.

<PAGE>

     The maturity dates, notional amounts,  interest rates paid and received and
fair value of our interest rate swap agreements  designated as fair value hedges
as of March 31, 2002 and December 31, 2001 were as follows:
<TABLE>
<CAPTION>

                                                                  Notional   Interest Rate Interest Rate    Fair
                          Maturity date                            Amount        Paid        Received       Value
                          -------------                            ------        ----        --------       -----
                                                                         (dollars expressed in thousands)

         March 31, 2002:
<S>                  <C>                                       <C>               <C>           <C>       <C>
             January 9, 2004.................................  $   50,000        1.87%         5.37%     $   1,301
             January 9, 2006.................................     150,000        1.87          5.50          2,464
                                                               ----------                                ---------
                                                               $  200,000        1.87          5.47      $   3,765
                                                               ==========       =====         =====      =========

         December 31, 2001:
             January 9, 2004.................................  $   50,000        2.48%         5.37%     $   1,761
             January 9, 2006.................................     150,000        2.48          5.50          3,876
                                                               ----------                                ---------
                                                               $  200,000        2.48          5.47      $   5,637
                                                               ==========       =====         =====      =========
</TABLE>

Interest Rate Cap Agreements

     In conjunction  with the interest rate swap agreements that we entered into
in  September  2000,  we also  entered into $450.0  million  notional  amount of
four-year  interest  rate cap  agreements  to  limit  the net  interest  expense
associated  with our interest rate swap agreements in the event of a rising rate
scenario. The interest rate cap agreements provide for us to receive a quarterly
adjustable  rate  of  interest  equivalent  to  the  differential   between  the
three-month  London Interbank Offering Rate and the strike price of 7.50% should
the three-month London Interbank Offering Rate exceed the strike price. At March
31, 2002 and December 31, 2001,  the carrying  value of these  interest rate cap
agreements,  which is included in  derivative  instruments  in the  consolidated
balance sheets, was $1.2 million and $2.1 million, respectively.

Pledged Collateral

     At  March  31,  2002 and  December  31,  2001,  we had  pledged  investment
securities  available  for  sale  with a  carrying  value  of  $1.1  million  in
connection  with our interest rate swap  agreements.  In addition,  at March 31,
2002, and December 31, 2001, we had accepted,  as collateral in connection  with
our  interest  rate swap  agreements,  cash of $41.8  million and $4.9  million,
respectively.  At December 31, 2001, we had also accepted investment  securities
with a fair value of $53.9 million as collateral in connection with our interest
rate swap  agreements.  We are  permitted  by contract  to sell or repledge  the
collateral  accepted  from our  counterparties,  however,  at March 31, 2002 and
December 31, 2001, we had not done so.

Interest  Rate  Lock  Commitments/Forward  Commitments  to Sell  Mortgage-Backed
Securities

     Derivative financial instruments issued by us consist of interest rate lock
commitments to originate  fixed-rate loans.  Commitments to originate fixed-rate
loans  consist  primarily  of  residential  real  estate  loans.  These net loan
commitments  and loans held for sale are hedged with  forward  contracts to sell
mortgage-backed securities.

                       Loans and Allowance for Loan Losses

     Interest  earned on our loan portfolio  represents the principal  source of
income for our subsidiary banks. Interest and fees on loans were 92.9% and 92.3%
of total  interest  income for the three  months  ended March 31, 2002 and 2001,
respectively.  Total loans, net of unearned discount, increased $42.8 million to
$5.45 billion,  or 79.2% of total assets,  at March 31, 2002,  compared to $5.41
billion,  or 79.8% of total assets, at December 31, 2001. The increase in loans,
as reflected on our consolidated  balance sheets,  is primarily  attributable to
our  acquisition of PFC,  which provided  loans,  net of unearned  discount,  of
$150.4 million,  and an increase in our real estate mortgage  portfolio due to a
higher volume of  residential  mortgage  loans  originated,  including  both new
fundings as well as  refinancings,  as a result of reduced  interest rates.  The
overall increase in loans is offset by declines in our commercial, financial and
agricultural and loans held for sale portfolios due to an anticipated  amount of
attrition  associated with our acquisitions  completed during the fourth quarter
of 2001 and the first  quarter of 2002, as well as current  economic  conditions
prevalent in our  markets,  resulting  in lower loan  demand.  In addition,  our
consumer  and  installment  portfolio,  net of unearned  discount,  decreased to
$116.6 million at March 31, 2002 from $122.1 million at December 31, 2001.  This
decrease reflects continued  reductions in new loan volumes and the repayment of
principal on our existing portfolio,  and is also consistent with our objectives
of de-emphasizing consumer lending and expanding commercial lending.


<PAGE>


     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,
                                                                                      2002            2001
                                                                                      ----            ----
                                                                               (dollars expressed in thousands)

         Commercial, financial and agricultural:
<S>                                                                               <C>                 <C>
              Nonaccrual.....................................................     $   19,615          19,326
         Real estate construction and development:
              Nonaccrual.....................................................          3,951           3,270
         Real estate mortgage:
              Nonaccrual.....................................................         36,917          41,898
              Restructured terms.............................................          1,999           2,013
         Consumer and installment:
              Nonaccrual.....................................................            755             794
              Restructured terms.............................................             --               7
                                                                                  ----------       ---------
                  Total nonperforming loans..................................         63,237          67,308
         Other real estate...................................................          4,534           4,316
                                                                                  ----------       ---------
                  Total nonperforming assets.................................     $   67,771          71,624
                                                                                  ==========       =========

         Loans, net of unearned discount.....................................     $5,451,641       5,408,869
                                                                                  ==========       =========

         Loans past due 90 days or more and still accruing...................     $    6,014          15,156
                                                                                  ==========       =========

         Ratio of:
             Allowance for loan losses to loans..............................           1.83%           1.80%
             Nonperforming loans to loans....................................           1.16            1.24
             Allowance for loan losses to nonperforming loans................         157.63          144.36
             Nonperforming assets to loans and other real estate.............           1.24            1.32
                                                                                  ==========       =========
</TABLE>

     Nonperforming  loans,  consisting of loans on nonaccrual status and certain
restructured loans, were $63.2 million at March 31, 2002, in comparison to $67.3
million at December 31, 2001. While  nonperforming loans have decreased at March
31, 2002 compared to December 31, 2002, loan charge-offs increased significantly
from $8.9 million for the three months ended March 31, 2001 to $16.4 million for
the three  months  ended  March 31,  2002.  We  attribute  the higher  trends in
nonperforming and past-due loans to be reflective of cyclical trends experienced
within the banking  industry as a result of economic  slowdown.  Consistent with
the  general  economic  slowdown  experienced  within our  primary  markets,  we
anticipate these trends will continue in the upcoming months.

     The  following  table is a  summary  of our loan  loss  experience  for the
periods indicated:
<TABLE>
<CAPTION>

                                                                                        Three Months Ended
                                                                                             March 31,
                                                                                    ---------------------------
                                                                                      2002              2001
                                                                                      ----              ----
                                                                                (dollars expressed in thousands)

<S>                                                                                 <C>                 <C>
         Allowance for loan losses, beginning of period.........................    $  97,164           81,592
              Acquired allowances for loan losses...............................        1,366               --
                                                                                    ---------          -------
                                                                                       98,530           81,592
                                                                                    ---------          -------
              Loans charged-off.................................................      (16,408)          (8,903)
              Recoveries of loans previously charged-off........................        4,561            1,917
                                                                                    ---------          -------
              Net loan charge-offs..............................................      (11,847)          (6,986)
                                                                                    ---------          -------
              Provision for loan losses.........................................       13,000            3,390
                                                                                    ---------          -------
         Allowance for loan losses, end of period...............................    $  99,683           77,996
                                                                                    =========          =======
</TABLE>
<PAGE>

     The allowance for loan losses is monitored on a monthly basis.  Each month,
the credit administration  department provides 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,  we
continually  monitor the overall increases or decreases in the levels of risk in
the portfolios.  Factors are applied to the loan portfolios for each category of
loan risk to determine acceptable levels of allowance for loan losses. We derive
these factors from the actual loss  experience of our 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 a certain degree of judgment in its
analysis  of the overall  adequacy  of the  allowance  for loan  losses.  In its
analysis,  management  considers the change in the portfolio,  including growth,
composition, the ratio of net loans to total assets, and the economic conditions
of the regions in which we operate.  Based on this  quantitative and qualitative
analysis,  provisions are made to the allowance for loan losses. Such provisions
are reflected in our consolidated statements of income.

                                    Liquidity

     Our liquidity and the liquidity of our  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.  Our subsidiary banks
receive funds for liquidity from customer deposits, loan payments, maturities of
loans and investments,  sales of investments and earnings.  In addition,  we may
avail ourselves of other sources of funds by issuing  certificates of deposit in
denominations of $100,000 or more,  borrowing federal funds,  selling securities
under  agreements to repurchase and utilizing  borrowings  from the Federal Home
Loan Banks and other  borrowings,  including  our  revolving  credit  line.  The
aggregate  funds  acquired  from these  sources  were $721.8  million and $754.8
million at March 31, 2002 and December 31, 2001, respectively.

     The following table presents the maturity  structure of these other sources
of funds,  which  consists  of  certificates  of  deposit of  $100,000  or more,
short-term borrowings and our revolving note payable, at March 31, 2002:

                                                (dollars expressed in thousands)

     Three months or less............................     $372,227
     Over three months through six months............      143,252
     Over six months through twelve months...........       97,460
     Over twelve months..............................      108,812
                                                          --------
         Total.......................................     $721,751
                                                          ========

     In  addition  to  these  sources  of  funds,   our  subsidiary  banks  have
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, 2002 and December 31, 2001, the borrowing
capacity of our subsidiary banks under these agreements was approximately  $1.30
billion and $1.21 billion,  respectively.  In addition,  our  subsidiary  banks'
borrowing capacity through their  relationships with the Federal Home Loan Banks
was  approximately  $232.0  million  and $234.6  million  at March 31,  2002 and
December 31, 2001, respectively.

     Management  believes the available  liquidity and operating  results of our
subsidiary  banks will be  sufficient  to provide funds for growth and to permit
the  distribution  of dividends to us  sufficient to meet our operating and debt
service  requirements,  both on a short-term and long-term basis, and to pay the
dividends  on  the  trust   preferred   securities   issued  by  our   financing
subsidiaries, First Preferred Capital Trust I, First Preferred Capital Trust II,
First  Preferred  Capital  Trust III and First  Bank  Capital  Trust,  and FBA's
financing subsidiary, First America Capital Trust.





<PAGE>


       ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     At December  31,  2001,  our 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 relatively minimal impact on our net interest income, an
instantaneous,  parallel decline in the interest yield curve of 100 basis points
indicated a pre-tax projected loss of approximately 6.1% of net interest income,
based on assets and  liabilities  at December  31, 2001.  At March 31, 2002,  we
remain in an  "asset-sensitive"  position and thus,  remain  subject to a higher
level of risk in a  declining  interest  rate  environment.  Although  we do not
anticipate  that  instantaneous  shifts in the yield curve as  projected  in our
simulation  model are likely,  these are indications of the effects that changes
in interest rates would have over time. Our  asset-sensitive  position,  coupled
with reductions in prevailing  interest rates  throughout  2001, is reflected in
our reduced net  interest  margin for the three  months  ended March 31, 2002 as
compared to the comparable period in 2001 and further discussed under "--Results
of   Operations."   During  the  three  months   ended  March  31,   2002,   our
asset-sensitive  position  and overall  susceptibility  to market risks have not
changed materially.



<PAGE>


                           PART II - OTHER INFORMATION


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

                  None                                      Not Applicable

     (b)  We filed a current  report on Form 8-K on January 29, 2002.  Item 5 of
          the report references a press release announcing our financial results
          for the three months and year ended December 31, 2001.



<PAGE>


                                   SIGNATURES


     Pursuant  to the  requirements  of  Section  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.



May 13, 2002                       By: /s/  James F. Dierberg
                                       ----------------------------------------
                                            James F. Dierberg
                                            Chairman of the Board of Directors
                                            and Chief Executive Officer
                                            (Principal Executive Officer)


May 13, 2002                       By: /s/  Allen H. Blake
                                       ----------------------------------------
                                            Allen H. Blake
                                            President, Chief Operating Officer
                                            and Chief Financial Officer
                                            (Principal Financial and
                                            Accounting Officer)