SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549



                                    FORM 10-Q

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

                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1997

                                       OR

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

For the transition period from                    to

Commission file number 0-20632


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

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

                   135 NORTH MERAMEC, CLAYTON, MISSOURI 63105
                   ------------------------------------------
               (address of principal executive offices) (Zip Code)

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

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

                                Yes __X_ No ____



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

                                                    Outstanding  at
            Class                                    July 31, 1997
            -----                                    -------------
 
Common Stock, $250.00 par value                        23,660.86






<PAGE>



                                First Banks, Inc.


                                      INDEX



                                                                        Page

PART I            FINANCIAL INFORMATION


     Item 1.      Financial Statements:
                  Consolidated Balance Sheets as of June 30, 1997
                    and December 31, 1996                                -1-
                  Consolidated Statements of Income for the three
                    and six months ended June 30, 1997 and 1996          -3-
                  Consolidated Statements of Cash Flows for the six
                    months ended June 30, 1997 and 1996                  -4-
                  Notes to Consolidated Financial Statements             -5-

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



PART II.      OTHER INFORMATION

     Item 6.      Exhibits and Reports on Form 8-K                      -15-


Signatures                                                              -17-






<PAGE>







                         PART I - FINANCIAL INFORMATION
                          Item 1. Financial Statements

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


<TABLE>
<CAPTION>


                                                                                 June 30,          December 31,
                                   ASSETS                                          1997               1996
                                   ------                                          ----               ----

Cash and cash equivalents:
<S>                                                                            <C>                  <C>    
   Cash and due from banks ..............................................       $  111,701           147,804
   Interest-bearing deposits with other financial
    institutions-with maturities of three months
    or less .............................................................            3,646             6,050
   Federal funds sold ...................................................          133,900            74,100
                                                                                ----------         ---------
       Total cash and cash equivalents ..................................          249,247           227,954
                                                                                ----------         ---------

Investment securities:
   Available for sale, at fair value ....................................          530,598           532,605
   Held to maturity, at amortized cost
    (estimated fair value of $20,141
    and $20,611 at June 30, 1997 and
    December 31,1996, respectively)......................................           19,597            20,196
   Trading securities....................................................            2,298              --
                                                                                ----------         ---------
       Total investment securities ......................................          552,493           552,801
                                                                                ----------         ---------
Loans:
   Commercial and industrial.............................................          548,112           457,186
   Real estate construction and development .............................          342,560           289,378
   Real estate mortgage:
     Residential.........................................................          996,362         1,059,769
     Other...............................................................          651,279           600,811
   Consumer and installment .............................................          305,230           341,154
   Loans held for sale-residential mortgage .............................           24,097            27,485
                                                                                ----------         ---------
       Total loans ......................................................        2,867,640         2,775,783
   Unearned discount ....................................................           (7,722)           (7,814)
   Allowance for possible loan losses ...................................          (47,708)          (46,781)
                                                                                ----------         --------- 
       Net loans ........................................................        2,812,210         2,721,188
                                                                                ----------         ---------

Bank premises and equipment, net of
   accumulated depreciation .............................................           47,741            48,078
Intangibles associated with the purchase
   of subsidiaries ......................................................           23,041            23,303
Purchased mortgage servicing rights, net
    of amortization .....................................................            9,287            10,230
Accrued interest receivable .............................................           24,518            23,250
Other real estate owned .................................................            9,185            10,607
Deferred income taxes ...................................................           45,096            43,406
Other assets ............................................................           21,202            28,337
                                                                                ----------         ---------
          Total assets ..................................................      $ 3,794,020         3,689,154
                                                                                ==========         =========



</TABLE>



<PAGE>



                       FIRST BANKS, INC. AND SUBSIDIARIES

                     Consolidated Balance Sheets (unaudited)
             (dollars expressed in thousands, except per share data)
                                   (continued)


<TABLE>
<CAPTION>
                                                                             June 30,            December 31,
                                                                               1997              1996
                                                                               ----              ----
                             LIABILITIES
                             -----------

Deposits:
    Demand:
<S>                                                                        <C>                   <C>    
      Non-interest bearing ...........................................      $  441,135           418,193
      Interest bearing ...............................................         324,935           337,618
    Savings ..........................................................         721,594           671,286
    Time:
      Time deposits of $100 or more ..................................         189,752           169,057
      Other time deposits ............................................       1,670,964         1,642,413
                                                                            ----------         ---------
               Total deposits ........................................       3,348,380         3,238,567
Federal Home Loan Bank advances.......................................           2,876            39,277
Other borrowings......................................................          42,685            30,705
Notes payable ........................................................           7,655            76,330
Accrued interest payable .............................................           9,312            10,288
Deferred income taxes ................................................          11,971             6,194
Accrued and other liabilities ........................................          13,853            23,521
Minority interest in subsidiaries.....................................          12,962            12,883
Guaranteed preferred beneficial interest in
First Banks' subordinated debentures, net of
  issuance costs  ....................................................          83,130              --
                                                                            ----------        ----------
               Total liabilities .....................................       3,532,824         3,437,765
                                                                            ----------        ----------

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

Preferred stock:
    Class C 9.00%  increasing  rate,  redeemable,  cumulative,  $1.00 par
       value, $25.00 stated value; 5,000,000 shares authorized;  1,892,500 
       shares and 2,155,500 shares issued and outstanding at June 30, 1997
       and December 31, 1996, respectively............................          47,312            53,887
    Class A, convertible, adjustable rate, $20.00 par value; 750,000
       shares authorized; 641,082 shares issued and outstanding ......          12,822            12,822
    Class B, adjustable rate, $1.50 par value; 200,000 shares
        authorized; 160,505 shares issued and outstanding ............             241               241
Common stock, $250.00 par value; 25,000 shares
   authorized; 23,661 shares issued and outstanding ..................           5,915             5,915
Capital surplus ......................................................           2,852             3,289
Retained earnings ....................................................         184,394           171,182
Net fair value adjustment for securities
   available for sale ................................................           7,660             4,053
                                                                            ----------       -----------
       Total stockholders' equity ....................................         261,196           251,389
                                                                            ----------       -----------
        Total liabilities and stockholders' equity ...................      $3,794,020         3,689,154
                                                                            ==========       ===========


See accompanying notes to consolidated financial statements
</TABLE>

<PAGE>
                       FIRST BANKS, INC. AND SUBSIDIARIES
                  Consolidated Statements of Income (unaudited)
             (dollars expressed in thousands, except per share data)
<TABLE>
<CAPTION>
                                                                     Three months ended               Six months ended
                                                                          June 30,                        June 30,
                                                                          --------                        --------
                                                                      1997          1996               1997         1996
Interest income:                                                      ----          ----               ----         ----
<S>                                                               <C>              <C>               <C>          <C>    
     Interest and fees on loans.................................  $  62,873        58,006            123,097      116,520
     Investment securities......................................      8,499         6,382             16,480       13,224
     Federal funds sold and other...............................      1,407         1,298              2,502        2,824
                                                                  ---------     ---------          ---------      -------
           Total interest income................................     72,779        65,686            142,079      132,568
                                                                  ---------     ---------          ---------      -------
Interest expense:
     Deposits:
       Interest-bearing demand..................................      1,400         1,127              2,805        2,413
         Savings................................................      5,641         5,580             11,039       11,375
         Time deposits of $100 or more..........................      2,596         2,313              4,868        4,847
         Other time deposits....................................     23,844        21,889             47,029       44,339
     Federal Home Loan Bank advances............................         93           358                366        1,243
     Securities sold under agreements to repurchase.............        423           232                742          439
     Interest rate exchange agreements, net ....................      1,176         2,387              2,383        4,197
     Notes payable and other....................................         65         1,431                762        3,015
     First Banks' subordinated debentures.......................      2,121          --                3,379         --
                                                                  ---------      --------          ---------      -------
           Total interest expense...............................     37,359        35,317             73,373       71,868
                                                                  ---------      --------          ---------      -------
           Net interest income..................................     35,420        30,369             68,706       60,700
Provision for possible loan losses..............................      3,175         3,100              6,025        6,204
                                                                  ---------      --------          ---------      -------
           Net interest income after provision
             for possible loan losses...........................     32,245        27,269             62,681       54,496
                                                                  ---------      --------          ---------      -------
Noninterest income:
     Service charges on deposit accounts and
        customer service fees...................................      3,010         3,129              5,968        6,257
     Credit card fees...........................................        686           635              1,460        1,234
     Loan servicing fees, net...................................        441           419                864          819
     Gain on mortgage loans sold and  held for sale.............         87             9                208          112
     Gain on sale of securities, net............................        --             88               --            204
     Gain on trading securities, net............................         22          --                   22         --
     Other income...............................................      1,460           656              2,394        1,203
                                                                  ---------      --------          ---------      -------
           Total noninterest income.............................      5,706         4,936             10,916        9,829
                                                                  ---------      --------          ---------      -------
Noninterest expenses:
     Salaries and employee benefits.............................     10,571        10,028             20,928       20,361
     Occupancy, net of rental income............................      2,610         2,642              5,213        4,935
     Furniture and equipment....................................      1,885         1,794              4,050        3,670
     Federal Deposit Insurance Corporation premiums.............        293           974                315        1,876
     Postage, printing and supplies.............................      1,021         1,303              2,241        2,675
     Data processing fees.......................................      2,392         1,140              3,521        2,349
     Legal, examination and professional fees...................      1,066         1,046              2,169        2,522
     Credit card expenses.......................................        821           711              1,640        1,436
     Communications.............................................        566           635              1,255        1,280
     Advertising................................................        965           418              1,613          954
     Losses and expenses on foreclosed real
        estate, net of  (gains).................................        (20)          141                 93          491
     Other expenses.............................................      3,491         3,211              6,518        6,531
                                                                  ---------      --------          ---------      -------
           Total noninterest expenses...........................     25,661        24,043             49,556       49,080
                                                                  ---------      --------          ---------      -------
           Income before provision for income
              taxes and minority interest in income
              of subsidiaries...................................     12,290         8,162             24,041       15,245
Provision for income taxes......................................      4,051         2,554              7,765        5,118
                                                                  ---------      --------          ---------      -------
           Income before minority interest in income
              of subsidiaries...................................      8,239         5,608             16,276       10,127
Minority interest in income of subsidiaries.....................       (376)         (138)              (577)        (220)
                                                                  ---------      --------          ---------      ------- 
           Net income...........................................      7,863         5,470             15,699        9,907
Preferred stock dividends.......................................      1,209         1,369              2,488        2,803
                                                                  ---------      --------          ---------      -------
           Net income available to common shareholders..........  $   6,654         4,101             13,211        7,104
                                                                  =========      ========          =========      =======
Earnings per share:
     Primary....................................................  $  281.23        173.34             558.33       300.27
     Fully Diluted..............................................     267.97        165.91             534.61       291.26
                                                                  =========      ========          =========      =======
Weighted average shares of common stock outstanding.............     23,661        23,661             23,661       23,661
                                                                  =========      ========          =========      =======
See accompanying notes to consolidated financial statements
</TABLE>
<PAGE>





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

<TABLE>
<CAPTION>


                                                                                      Six months ended
                                                                                           June 30,
                                                                                    ----------------------
                                                                                    1997              1996
                                                                                    ----              ----
Cash flows from operating activities:
<S>                                                                               <C>                  <C>  
     Net income.............................................................      $ 15,699             9,907
     Adjustments to reconcile net income to net cash:
         Depreciation and amortization of bank premises
          and equipment.....................................................         2,938             3,053
         Amortization, net of accretion.....................................         1,685             1,683
         Originations and purchases of loans held for sale..................       (55,669)          (85,143)
         Proceeds from sales of loans held for sale ........................        54,952            58,728
         Provision for possible loan losses.................................         6,025             6,204
         Provision for income taxes currently payable.......................         7,765             5,118
         Payments of income taxes...........................................        (5,035)           (5,018)
         Increase in accrued interest receivable ...........................        (3,504)             (726)
         Net decrease (increase) in trading securities......................        (2,298)             --
         Interest accrued on liabilities....................................        73,373            71,868
         Payments of interest on liabilities................................       (74,348)          (72,942)
         Other, net.........................................................        (2,875)            2,293
         Minority interest in income of subsidiaries........................           577               220
                                                                                  --------         ---------
              Net cash provided by (used in) operating activities...........        19,285            (4,755)
                                                                                  --------         --------- 
Cash flows from investing activities:
     Cash and cash equivalents received from acquisitions...................        40,361              --
     Other sales of investment securities...................................          --              46,478
     Maturities of investment securities....................................       206,941           214,441
     Purchases of investment securities.....................................      (197,698)         (245,342)
     Net (increase) decrease in loans.......................................      (103,828)           51,069
     Recoveries of loans previously charged-off ............................         5,550             3,486
     Purchases of bank premises and equipment...............................        (2,601)           (1,774)
     Other investing activities.............................................         2,901             6,461
                                                                                  --------         ---------
              Net cash provided by (used in) investing
                  activities................................................       (48,374)           74,819
                                                                                  --------         ---------
Cash flows from financing activities:
     Other increases (decreases) in deposits:
         Demand and savings deposits........................................        53,224           (26,389)
         Time deposits......................................................        16,228           (41,436)
     Decrease in Federal funds purchased ...................................          --              (3,000)
     Decrease in Federal Home Loan Bank advances............................       (36,401)          (12,079)
     Increase in other borrowings...........................................        11,980             6,132
     Decrease in notes payable..............................................       (68,675)          (13,705)
     Purchase and retirement of Class C preferred stock.....................        (6,575)             --
     Proceeds from sale of cumulative preferred trust
        securities, net of issuance costs...................................        83,086              --
     Payment of Class C preferred stock dividends...........................        (2,485)           (2,802)
                                                                                  --------         --------- 
              Net cash provided by (used in) financing
                activities .................................................        50,382           (93,279)
                                                                                  --------         --------- 
              Net increase (decrease) in cash and
                cash equivalents ...........................................        21,293           (23,215)
Cash and cash equivalents, beginning of period .............................       227,954           199,213
                                                                                  --------         ---------
Cash and cash equivalents, end of period....................................      $249,247           175,998
                                                                                  ========         =========
Noncash investing and financing activities:
     Loans transferred to foreclosed real estate............................      $  2,303             5,986
                                                                                  ========        ==========

</TABLE>

See accompanying notes to consolidated financial statements



<PAGE>


                                FIRST BANKS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  Basis of Presentation

         The accompanying consolidated financial statements of First Banks, Inc.
and  subsidiaries  (First Banks) are unaudited and should be read in conjunction
with the consolidated  financial  statements contained in the 1996 annual report
on Form 10-K.  In the opinion of  management,  all  adjustments,  consisting  of
normal recurring  accruals  considered  necessary for a fair presentation of the
results of  operations  for the  interim  periods  presented  herein,  have been
included.  Operating  results for the three and six month periods ended June 30,
1997 are not necessarily  indicative of the results that may be expected for any
other interim period or for the year ending December 31, 1997.

    First Banks' primary subsidiaries (Subsidiary Banks) are:

      First Bank, headquartered in  St. Louis County, Missouri (First Bank 
          Missouri)
      First Bank, headquartered in O'Fallon, Illinois (First Bank Illinois)
      First Bank FSB, headquartered  in  St. Louis  County, Missouri (First 
          Bank FSB)
      First Banks America, Inc., St. Louis County, Missouri (FBA)
      CCB Bancorp, Inc., headquartered in Irvine, California (CCB)
      First Commercial Bancorp, Inc., headquartered in Sacramento, California 
          (FCB)

         First Bank  Missouri and First Bank  Illinois are wholly owned  banking
subsidiaries.  First Bank FSB is a wholly owned thrift subsidiary. CCB, a wholly
owned bank holding  company  subsidiary,  operates  through  First Bank & Trust,
headquartered in Irvine,  California (FB&T).  FBA, a majority-owned bank holding
company subsidiary,  operates through two banking subsidiaries,  BankTEXAS N.A.,
headquartered   in  Houston,   Texas  (BTX)  and  Sunrise  Bank  of  California,
headquartered in Roseville,  California  (Sunrise).  FCB, a majority-owned  bank
holding   company   subsidiary,   operates   through  First   Commercial   Bank,
headquartered in Sacramento, California (First Commercial).

         First  Banks'  ownership  interest in FBA was 69.67% and 68.82% at June
30, 1997 and December 31, 1996, respectively. First Banks' ownership interest in
FCB was 61.46% at June 30, 1997 and December 31, 1996.

         The  consolidated  financial  statements  include the accounts of First
Banks, Inc. and its  subsidiaries,  net of minority  interests.  All significant
intercompany  accounts and transactions  have been eliminated in  consolidation.
Certain  reclassifications  of 1996  amounts  have been made to conform with the
1997 presentation.

(2)  Mergers and Acquisitions

          On March  27,  1997,  First  Banks  completed  its  assumption  of the
deposits and purchase of selected assets of two Long Beach,  California  banking
locations  of  Highland  Federal  Bank,  FSB.  The  transaction  resulted in the
acquisition  of $40.4  million in deposits and two offices which will operate as
branches of FB&T.

         On July  25,  1997,  FBA and FCB  jointly  announced  an  agreement  in
principle providing for the merger of the two companies.  Under the terms of the
agreement, FCB will be merged into FBA, and FCB's wholly owned subsidiary, First
Commercial, will be merged into Sunrise Bank. The transaction provides for First
Banks to receive  804,000 shares of FBA common stock in exchange for $10 million
of FBA's note payable to First Banks. In addition the  transaction  provides for
the exchange of FCB convertible debentures,  which are owned by First Banks, for
comparable  debentures  of FBA. The  agreement  was  negotiated  and approved by
special committees of the boards of directors of FCB and FBA comprised solely of
independent directors of the two respective boards of directors. The transaction

<PAGE>

is expected to be completed by December 31, 1997. The merger of FBA and FCB will
not have a significant impact on the financial condition or results of operation
of First Banks.

         On July 28, 1997,  FBA and Surety Bank  entered  into an Agreement  and
Plan of Reorganization  (Agreement) providing for the acquisition of Surety Bank
by FBA.  Under the terms of the  Agreement,  Surety  Bank will be merged  into a
subsidiary of FBA.

         Surety  Bank  operates   banking  offices  in  Vallejo  and  Fairfield,
California. At June 30, 1997, Surety Bank had total assets of $72.7 million, and
reported  net  income of  $154,000  for the six month  period  then  ended.  The
transaction will be accounted for using the purchase method of accounting and is
expected to be completed by December 31, 1997.

(3)  Cumulative Trust Preferred Securities of First Preferred Capital Trust

         On February 4, 1997, First Preferred  Capital Trust (First Capital),  a
newly-formed  Delaware  business  trust  subsidiary of First Banks,  issued 3.45
million  shares  of  9.25%  Cumulative  Trust  Preferred  Securities  (Preferred
Securities)  at $25 per share in an  underwritten  public  offering  and  issued
106,702 shares of Common Securities to First Banks at $25 per share. First Banks
owns all of  First  Capital's  Common  Securities.  The  gross  proceeds  of the
offering  were  used  by  First  Capital  to  purchase   $88,917,550   of  9.25%
Subordinated  Debentures   (Subordinated   Debentures)  from  First  Banks.  The
Subordinated  Debentures are the sole asset of First Capital. In connection with
the issuance of the Preferred  Securities,  First Banks made certain  guarantees
and  commitments  that, in the  aggregate,  constitute a full and  unconditional
guarantee by First Banks of the obligations of First Capital under the Preferred
Securities.  First  Banks'  proceeds  from  the  issuance  of  the  Subordinated
Debentures to First Capital,  net of  underwriting  fees and offering  expenses,
were $83.1 million.  Distributions payable on the Preferred Securities were $2.1
million and $3.4 million for the three and six month periods ended June 30, 1997
and are recorded as interest expense in the accompanying  consolidated financial
statements.

         The  proceeds  from  the  offering  were  used  for  general  corporate
purposes,  including the reduction of borrowings under a credit agreement with a
group of  unaffiliated  banks (Credit  Agreement)  and the repurchase of 284,000
shares of Class C Increasing Rate, Redeemable, Cumulative Preferred Stock (Class
C  Preferred  Stock)  for  $7.3  million.   The  remaining  proceeds  have  been
temporarily invested.

(4)  Regulatory Capital

         First Banks and the Subsidiary Banks are subject to various  regulatory
capital  requirements  administered  by the federal and state banking  agencies.
Failure to meet minimum capital  requirements can initiate certain mandatory and
possibly  additional  discretionary  actions by regulators  that, if undertaken,
could have a direct  material  effect on First Banks' and the Subsidiary  Banks'
financial  statements.  Under capital  adequacy  guidelines  and the  regulatory
framework for prompt corrective  action, the Subsidiary Banks must meet specific
capital guidelines that involve  quantitative  measures of the Subsidiary Banks'
assets,  liabilities,  and certain  off-balance-sheet  items as calculated under
regulatory  accounting  practices.  The Subsidiary  Banks'  capital  amounts and
classification are also subject to qualitative judgments by the regulators about
components, risk weightings, and other factors.

          Quantitative  measures  established  by  regulations to ensure capital
adequacy require the Subsidiary  Banks to maintain  certain minimum ratios.  The
Subsidiary  Banks are  required  to  maintain  a minimum  risk-based  capital to
risk-weighted  assets  ratio of 8.0%,  with at least 4.0% being "Tier 1" capital
(as defined in the  regulations) and a minimum leverage ratio (Tier 1 capital to
total  assets) of 3.0%.  An  additional  cushion  of 100 to 200 basis  points is
required to be considered well capitalized. As of June 30, 1997, the date of the
most  recent  notification  from  First  Banks'  primary  regulator,  First Bank
Missouri was categorized as well capitalized under the regulatory  framework for
prompt  corrective  action.  There have been no  conditions or events since that
notification  that  management   believes  have  changed  First  Banks  Missouri

<PAGE>

category.  Management  believes that, as of June 30, 1997, all of the Subsidiary
Banks  are  well  capitalized  as  defined  by  the  Federal  Deposit  Insurance
Corporation Act.

         At June 30, 1997 and December 31, 1996, First Banks' and the Subsidiary
Banks' capital ratios were as follows:

                                  Risk based capital ratios
                                ------------------------------
                                     Total           Tier 1      Leverage Ratio
                                     -----           ------      --------------
                                 1997    1996     1997    1996    1997    1996
                                 ----    ----     ----    ----    ----    ----

    First Banks                 12.25%   9.23%    8.31%   7.92%    6.39%  5.99%
    First Bank FSB              10.91   11.00     9.77    9.75     6.92   6.45
    First Bank Missouri         10.00   10.47     8.75    9.21     7.37   7.25
    First Bank Illinois         11.46   11.06    10.21    9.88     7.56   7.17
    FB&T                        15.57   16.45    14.31   15.18    10.03  11.43
    BankTEXAS                   11.17   10.29     9.92    9.04     8.38   7.53
    Sunrise                     16.32   17.67    15.04   16.39    11.97  10.88
    First Commercial            13.72   13.13    12.43   11.84     9.03   8.87


<PAGE>


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

                                     General

         First Banks is a  registered  bank  holding  company,  incorporated  in
Missouri in 1978 and  headquartered in St. Louis County,  Missouri.  At June 30,
1997,  First Banks had $3.79  billion in total  assets;  $2.86  billion in total
loans,  net of unearned  discount;  $3.35 billion in total deposits;  and $261.2
million in total stockholders' equity.

         Through  the  Subsidiary  Banks,  First  Banks  offers a broad range of
commercial  and  personal  banking  services  including  certificate  of deposit
accounts,  individual  retirement and other time deposit accounts,  checking and
other demand deposit accounts,  interest checking accounts, savings accounts and
money market accounts. Loans include commercial,  financial,  agricultural, real
estate construction and development,  commercial and residential real estate and
consumer and  installment  loans.  Other  financial  services  include  mortgage
banking,  discount  brokerage,   credit-related   insurance,   automatic  teller
machines,  safe deposit boxes and trust services  offered by certain  Subsidiary
Banks.
<TABLE>
<CAPTION>

         The following table lists the Subsidiary Banks at June 30, 1997:

                                                                               Loans, net
                            Percent of        No. of                           of unearned       Total
Subsidiary Banks             ownership       locations    Total assets          discounts       deposits
                                                                    (dollars expressed in thousands)

<S>                            <C>              <C>        <C>                    <C>             <C>    
First Bank FSB                 100.00%          40         $ 1,017,145            858,178         916,069
First Bank Missouri            100.00%          31             872,597            690,816         782,424
First Bank Illinois            100.00%          27             824,049            632,471         751,918
CCB                            100.00%          13             540,932            331,493         469,995
FBA                             69.67%           8             373,592            247,574         312,819
FCB                             61.46%           6             159,215             99,385         141,625
</TABLE>

                               Financial Condition

         First Banks' total  assets  increased by $100 million to $3.79  billion
from $3.69  billion at June 30, 1997 and December 31,  1996,  respectively.  The
increase is primarily  attributable  to the  increase in loans,  net of unearned
discount,  of $92 million and the increase in cash and cash  equivalents  of $21
million.  The  composition  of the  increase  in net  loans is  discussed  under
"--Lending  and Credit  Management"  of this Form 10-Q.  The  increase  in total
assets was funded by deposits,  which increased by $110 million to $3.35 billion
and $3.24 billion at June 30, 1997 and December 31, 1996, respectively.

                              Results of Operations

Net Income

         Net income for the three months ended June 30, 1997 was $7.86  million,
compared to $5.47  million for the same period in 1996,  an increase of 44%. Net
income for the six months  ended June 30,  1997 was $15.70  million  compared to
$9.91 million for the same period in 1996.  This  represents a return on average
stockholders'  equity and return on average assets ratios of 12.44% and .85% for
the three month period ended June 30, 1997,  in comparison to 9.19% and .62% for
the same period in 1996. For the six month periods ended June 30, 1997 and 1996,
the return on average  stockholders'  equity and return on average assets ratios
improved  to 12.49% and .85% from  8.37% and .56%,  respectively.  This  further
compares to a return on average  stockholders' equity and average assets for the
year ended  December  31,  1996 of 8.43% and .57%,  respectively.  The  improved

<PAGE>

earnings is primarily  attributable  to the  increase in net interest  income of
$5.05  million and $8.01  million for the three and six month periods ended June
30, 1997, respectively, compared to the same periods in 1996.

Net Interest Income

         Net interest income  (expressed on a tax-equivalent  basis) improved to
$35.6 million, or 4.10% of average interest earning assets, for the three months
ended June 30, 1997, from $30.7 million,  or 3.74% of average  interest  earning
assets,  for the same  period  in 1996.  Net  interest  income  (expressed  on a
tax-equivalent  basis) improved to $69.2 million,  or 4.04% of average  interest
earning assets,  for the six months ended June 30, 1997, from $61.3 million,  or
3.71% of average interest earning assets, for the same period in 1996.

         The  increased  net  interest  income for 1997 is  attributable  to the
increase in average interest earning assets of $187.0 million and $130.2 million
for the three and six month periods ended June 30, 1997, respectively,  compared
to the same  periods  in 1996.  The  increase  is  attributable  to loans  which
increased  by  $108.3  million  and  $81.8  million  for the three and six month
periods  ended June 30, 1997 and 1996,  respectively,  over the same  periods in
1996.  Contributing  further to the improved net interest income is the increase
in the yield of the loan  portfolio  to 8.96% and 8.88% from 8.62% and 8.64% for
the three and six month periods ended June 30, 1997 and 1996, respectively.  The
improved yield  reflects the continual  process of realigning the loan portfolio
from residential  real estate loans to other types of loans,  such as commercial
and construction  loans,  which generally provide a higher level of net interest
income.

         This realignment of the loan portfolio  combined with the gradual shift
in the composition of the investment securities portfolios, from mortgage-backed
securities to U.S.  Treasury and generic U.S.  government  agencies  securities,
resulted in a reduction of the overall  interest rate risk of First Banks.  This
reduction of the interest rate risk profile  contributed to net interest  income
by reducing  the need for hedging  First  Banks'  position,  and  therefore  its
associated  cost,  and by increasing  the  responsiveness  of First Banks to the
generally  increasing  interest rates which occurred during the first quarter of
1997.  Accordingly,  the cost of hedging  decreased  to $1.18  million and $2.38
million for the three and six month periods  ended June 30, 1997,  respectively,
from $2.39 million and $4.20 million for the same periods in 1996.


<PAGE>



<TABLE>
<CAPTION>

         The following  table sets forth,  on a  tax-equivalent  basis,  certain
information  relating to First Banks' average  balance  sheet,  and reflects the
average  yield  earned  on   interest-earning   assets,   the  average  cost  of
interest-bearing liabilities and the resulting net interest income for the three
and six month periods ended June 30:


                                             Three months ended June 30,                          Six months ended June 30,

                                              1997                    1996                      1997                     1996
                                    ----------------------  ----------------------     --------------------   ----------------------
                                            Interest                 Interest                 Interest                Interest
                                    Average income/ Yield/ Average  income/ Yield/  Average   income/  Yield/ Average income/ Yield/
                                    balance expense rate   balance  expense rate    balance   expense  rate   balance expense rate
                                                                         (dollars expressed in thousands)
     Assets
     ------
Interest-earning assets:
<S>                              <C>         <C>     <C>   <C>        <C>    <C>   <C>        <C>      <C>  <C>        <C>     <C>  
   Loans                         $2,818,728  62,957  8.96% $2,710,471 58,120 8.62% $2,798,761 123,277  8.88%$2,716,934 116,756 8.64%
   Investment securities            564,395   8,633  6.14     489,709  6,552 5.38     559,550  16,752  6.04    496,015  13,575 5.50
   Federal funds sold and other     102,653   1,407  5.50      98,549  1,299 5.30      91,263   2,502  5.53    106,413   2,824 5.34
                                 ---------- -------        ---------- ------        ---------  ------       ---------- -------     
     Total interest-earning
           assets                 3,485,776  72,997  8.40   3,298,729 65,971 8.04   3,449,574 142,531 8.33   3,319,362 133,155 8.07
                                            -------                   ------                  -------                  ------- 
Nonearning assets                   219,363                   221,313                 226,733                  222,754
                                 ----------                ----------              ----------               ----------
     Total assets                $3,705,139                $3,520,042              $3,676,307               $3,542,116
                                 ==========                ==========              ==========               ==========

   Liabilities and Stockholders' Equity
   ------------------------------------
 Interest-bearing liabilities:
   Interest-bearing demand
      deposits                   $  330,058   1,400  1.71     299,157  1,127 1.52%  $  332,00  52,805  1.70% $ 302,450   2,413 1.60%
   Savings deposits                 685,316   5,641  3.31     687,091  5,580 3.27     683,355  11,039  3.26    688,869  11,375 3.32
   Time deposits of $100
      or more(1)                    182,833   2,708  5.96     170,667  2,540 5.99     174,037   5,085  5.89    177,389   5,254 5.96
   Other time deposits (1)        1,696,548  24,882  5.90   1,595,306 23,986 6.05   1,686,728  49,138  5.87  1,598,724  48,005 6.04
                                 ---------- -------         --------- ------       ----------  ------                   ------  
     Total interest-bearing
       deposits                   2,894,755  34,631  4.81   2,752,221 33,233 4.86   2,876,125  68,067  4.77  2,767,432  67,047 4.87
   Notes payable and other (1)      137,421   2,728  7.98     124,516  2,084 6.73     138,889   5,306  7.70    136,758   4,821 7.09
                                 ---------- -------         ---------  -----        ---------  ------        ---------  ------      
   Total interest-bearing
     liabilities                  3,032,176  37,359  4.94   2,876,737 35,317 4.94   3,015,014  73,373  4.91  2,904,190  71,868 4.98
                                            -------                   ------                   ------                   ------      
Noninterest-bearing liabilities:
   Demand deposits                  382,355                   368,565                  372,741                 364,598
   Other liabilities                 37,684                    36,718                   37,163                  36,673
                                 ----------                ----------               ----------              ----------
       Total liabilities          3,452,215                 3,282,020                3,424,918               3,305,461
Stockholders' equity                252,924                   238,022                  251,389                 236,655
                                 ----------                ----------               ----------              ----------
       Total liabilities and
         stockholders' equity    $3,705,139                $3,520,042               $3,676,307              $3,542,116
                                 ==========                ==========               ==========              ==========

Net interest income                          35,638                  30,654                    69,158                   61,287
                                            =======                  ======                    ======                   ======
Net interest margin                                 4.10                    3.74%                     4.04%                    3.71%
                                                    ====                    =====                     =====                    =====

(1)  Includes the effects of interest rate exchange agreements


</TABLE>

<PAGE>





Provision for Possible Loan Losses

         The provision  for possible  loan losses was $3.18 million  compared to
$3.10  million for the three months ended June 30, 1997 and 1996,  respectively.
For the six months ended June 30, 1997 and 1996, the provision for possible loan
losses was $6.03 million and $6.20 million,  respectively. The provision in 1997
reflects the overall  growth and  realignment of the loan  portfolio.  While the
provision for possible  loan losses for the 1997 periods were not  substantially
different  from those of the preceding  year,  the adequacy of the allowance for
possible loan losses  improved as a result of the lower level of net charge-offs
in 1997. Net loan  charge-offs  were $3.0 million and $5.1 million for the three
and six month  periods  ended  June 30,  1997,  respectively,  compared  to $7.2
million  and  $12.9  million  for the three and six  month  periods  ended  June
30,1996, respectively.

         Following  various  acquisitions  during  1994 and  1995,  First  Banks
pursued   aggressive   problem   loan  work  out   procedures   which   included
conservatively  re-valuing loans through  charge-offs.  While these  adjustments
were anticipated prior to the acquisitions and adequate reserves for loan losses
had been  established to provide for them,  loan  charge-offs  began to increase
during 1996. However, as this work-out program progressed, loan charge-offs have
declined while recoveries of loans previously charged-off have increased.

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

Noninterest Income

         Noninterest income was $5.7 million and $10.9 million for the three and
six month  periods  ended June 30, 1997,  respectively,  in  comparison  to $4.9
million  and $9.8  million  for the same  period  in  1996.  Noninterest  income
consists  primarily of service  charges on deposit  accounts and other non-yield
customer service fees.
         Service charges on deposit accounts and customer service fees decreased
to $3.0 million and $6.0 million for the three and six month  periods ended June
30, 1997, respectively,  from $3.1 million and $6.3 million for the same periods
in 1996.  The  decrease  is  attributable  to the  development  of First  Banks'
"aggregate balance pricing structure"  whereby customers  maintaining  specified
deposit balances,  determined on an aggregate basis of any deposit  relationship
with First Banks, may avoid certain service charges.

Noninterest Expenses

         Noninterest  expense was $25.7  million and $24.0 million for the three
month  periods  ended June 30,  1997 and 1996,  respectively.  For the six month
periods ended June 30, 1997 and 1996,  noninterest expense was $49.6 million and
$49.1 million,  respectively. The increase is attributable to the acquisition of
Sunrise  Bank,  which  incurred  noninterest  expense of $1.08 million and $2.29
million  for the three  and six  month  periods  ended  June 30,  1997 and 1996,
respectively,  and to increased  advertising and business development  expenses.
The  increase  was  substantially  offset  by cost  savings  realized  upon  the
integration  of the entities  acquired  throughout  1994 and 1995 into  existing
systems  and  cultures  of First  Banks  and the  decrease  in  Federal  Deposit
Insurance Corporation (FDIC) premiums.

         Advertising and business  development expense was $965,000 and $418,000
for the three  months  ended June 30, 1997 and 1996,  respectively.  For the six
months  ended  June 30,  1997 and 1996,  advertising  and  business  development
expense was $1.61 million and $954,000,  respectively. The increase is primarily
attributable to media  advertising  campaigns  which were instituted  during the
third quarter of 1996.

         FDIC premiums decreased by $681,000 and $1.56 million for the three and
six month periods ended June 30, 1997 and 1996, respectively, as a result of the
reduction  in the  assessment  rate  charged on deposits  insured by the Savings
Association  Insurance  Fund (SAIF) of the FDIC. The reduction in the assessment
rate was effective  upon the  recapitalization  of the SAIF,  accomplished  by a

<PAGE>

one-time special deposit insurance charge assessed to all financial institutions
with deposits  insured by the SAIF.  First Banks'  one-time  charge totaled $8.2
million and was reflected in the operating  results  during the third quarter of
1996.

                          Lending and Credit Management

         Interest  earned on the loan  portfolio is the primary source of income
of First Banks.  Total loans, net of unearned  discount,  represented  75.4% and
75.0% of total assets as of June 30, 1997 and  December 31, 1996,  respectively.
Total  loans,  excluding  loans  held  for sale  and net of  unearned  discount,
increased by $100 million to $2.84  billion at June 30, 1997 from $2.74  billion
at December 31, 1996. The increase  reflects  continued  growth within corporate
lending of $194.6 million,  offset by the decrease of the  residential  mortgage
and consumer and installment loan portfolios of $63.4 million and $35.8 million,
respectively,  at June 30,  1997 in  comparison  to  December  31,  1996.  These
decreases are  attributable  to the reductions of new loan  origination  volumes
that are held for  investment  and the  continued  repayment of principal on the
existing portfolios.

         The following is a summary of nonperforming assets by category:

                                                    June 30,      December 31,
                                                      1997           1996
                                                      ----           ----
                                                (dollars expressed in thousands)

Commercial, financial and agricultural            $     4,680          4,243
Real estate construction and development                2,990            817
Real estate mortgage                                   19,327         24,764
Consumer and installment                                  220            445
                                                  -----------     ----------
         Total nonperforming loans                     27,217         30,269
Other real estate                                       9,185         10,607
                                                  -----------     ----------
         Total nonperforming assets               $    36,402         40,876
                                                  ===========     ==========
Loans, net of unearned discount                   $ 2,859,918      2,767,969
                                                  ===========     ==========
Loans past due 90 days or more
   and still accruing                             $     6,127          3,779
                                                  ===========     ==========
Asset Quality Ratios:
   Allowance for possible loan
    losses to loans                                     1.67%           1.69%
   Nonperforming loans to loans                          .95            1.09
   Allowance for possible loan losses
    to nonperforming loans                            175.29          154.55
   Nonperforming assets to loans and
    other real estate                                    1.27           1.47
                                                       ======           ====

          Impaired loans, consisting of nonaccrual loans, were $27.2 million and
$30.3 million at June 30, 1997 and December 31, 1996, respectively.
<TABLE>
<CAPTION>

         The  following is a summary of the loan loss  experience  for the three
and six month periods ended June 30:

                                                                    Three months ended         Six months ended
                                                                         June 30,                   June 30,
                                                                    1997           1996        1997         1996
                                                                    ----           ----        ----         ----
                                                                          (dollars expressed in thousands)
Allowance for possible loan losses,
<S>                                                            <C>               <C>          <C>         <C>   
   beginning of period                                         $  47,523         50,045       46,781      52,665
                                                               ---------         ------     --------     -------
Loans charged-off                                                 (5,907)        (9,583)     (10,648)    (16,434)
Recoveries of loans previously charged-off                         2,917          2,359        5,550       3,486
                                                               ---------         ------     --------     -------
     Net loan (charge-offs) recoveries                            (2,990)        (7,224)      (5,098)    (12,948)
                                                               ----------        -------    --------     ------- 
Provision for possible loan losses                                 3,175          3,100        6,025       6,204
                                                               ---------         ------     --------     -------
Allowance for possible loan losses, end of period              $  47,708         45,921       47,708      45,921
                                                               =========         ======     ========     =======
</TABLE>
<PAGE>

         The  allowance  for  possible  loan  losses  is based on past loan loss
experience,  on  management's  evaluation  of the  quality  of the  loans in the
portfolio  and  on  the  anticipated  effect  of  national  and  local  economic
conditions relative to the ability of loan customers to repay. Each quarter, the
allowance for possible loan losses is revised  relative to First Banks' internal
watch list and other data utilized to determine its adequacy.  The provision for
possible  loan  losses is  management's  estimate  of the  amount  necessary  to
maintain  the  allowance  at  a  level  consistent  with  this  evaluation.   As
adjustments to the allowance for possible loan losses are considered  necessary,
they are reflected in the results of operations.


                          Interest Rate Risk Management

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

                                         June 30, 1997        December 31,1996
                                       -----------------      ----------------
                                       Notional    Credit     Notional   Credit
                                        amount    exposure     amount   exposure
                                        ------    --------    --------  --------
                                            dollars expressed in thousands)

   Interest rate swap agreements       $70,000      --          70,000     --
   Interest rate floor agreements      105,000      42         105,000     141
   Interest rate cap agreements         10,000     332          10,000     335
   Forward commitments to sell
     mortgage-backed securities         38,000      --          35,000     308

         The  notional  amounts  of  derivative  financial  instruments  do  not
represent amounts exchanged by the parties and, therefore,  are not a measure of
First  Banks'  credit   exposure   through  its  use  of  derivative   financial
instruments.  The amounts  exchanged are determined by reference to the notional
amounts and the other terms of the derivatives.

         Interest  rate swap  agreements  are  utilized to extend the  repricing
characteristics  of certain  interest-bearing  liabilities  to  correspond  more
closely with the assets of First Banks,  with the objective of  stabilizing  net
interest  income over time.  The net interest  expense for these  agreements was
$1.1 million and $2.3 million for the three and six month periods ended June 30,
1997, respectively,  in comparison to $2.3 million and $4.1 million for the same
period in 1996. The maturity dates,  notional  amounts,  interest rates paid and
received, and fair values of interest rate swap agreements outstanding as of the
dates indicated are summarized as follows:

                            Notional          Interest Rate      Fair Value
        Maturity date        Amount        Paid    Received      Gain (loss)
        -------------        ------        ----    --------      -----------
                                  (dollars expressed in thousands)
June 30, 1997:
   September 30, 1997       $ 35,000       7.04%      5.78%       $   (120)
   September 30, 1999         35,000       7.32       5.78            (805)
                           ---------                              -------- 
                            $ 70,000       7.18       5.78        $   (925)
                            ========       ====       ====        ======== 

December  31, 1996:
   September 30, 1997       $ 35,000       7.04%      5.59%       $   (417)
   September 30, 1999         35,000       7.32       5.59          (1,160)
                           ---------                              -------- 
                            $ 70,000       7.18       5.59        $ (1,577)
                            ========       ====       ====        ======== 

         First Banks  shortened the effective  maturity of its  interest-bearing
liabilities  through the  termination  of interest rate swap  agreements of $225
million during July 1995 and $75 million during November 1996 at a loss of $13.5
million and $5.3 million, respectively.  These losses have been deferred and are
being amortized over the remaining life of the swap agreements. At June 30, 1997
and December 31, 1996, the unamortized balance of these losses was $11.9 million
and  $13.4  million,  respectively,  and  was  included  in  other  assets.  The
amortization of the deferred loss included in interest  expense was $776,000 and
$1.5  million  for the three and six  month  periods  ended  June 30,  1997,  in

<PAGE>

comparison  to $1.0 million and $2.3  million for the same  periods in 1996.  In
addition,  on July 31, 1997 First Banks shortened the effective  maturity of its
interest-bearing  liabilities  through the  termination  of  interest  rate swap
agreement of $35 million which was to mature on September 30, 1999. The deferred
loss totaled $1.44 million  which will be amortized  over the remaining  live of
the swap agreement.

         First Banks also has interest  rate cap and floor  agreements  to limit
the interest expense  associated with certain  interest-bearing  liabilities and
the net interest expense of certain interest rate swap agreements, respectively.
At June 30,  1997 and  December  31,  1996,  the  unamortized  costs  for  these
agreements were $359,000 and $433,000,  respectively, and were included in other
assets.  The net interest  expense of the interest rate cap and floor agreements
was $37,000 and $74,000 for the three and six month periods ended June 30, 1997,
respectively,  in  comparison  to $72,000 and  $143,000  for the same periods in
1996. There are no amounts receivable under these agreements.

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

                                    Liquidity

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

         In addition,  First Banks and its Subsidiary Banks may avail themselves
of more volatile sources of funds through issuance of certificates of deposit in
denominations of $100,000 or more, federal funds borrowed, securities sold under
agreements to repurchase, borrowings from the Federal Home Loan Bank (FHLB), and
other  borrowings,  including  First Banks' $90 million credit  agreement with a
group of unaffiliated financial institutions.  The aggregate funds acquired from
those  sources  were  $243.0  million  at June 30,  1997 and  $315.4  million at
December 31, 1996.  The decrease is primarily  attributable  to the reduction in
notes  payable  from  the  proceeds  received  from  the  sale of the  Preferred
Securities. See note 3 to the accompanying consolidated financial statements.

         At June 30, 1997, First Banks' more volatile sources of funds mature as
follows:

                                               (dollars expressed in thousands)

         Three months or less                            $ 107,184
         Over three months through six months               50,536
         Over six months through twelve months              52,065
         Over twelve months                                 33,183
                                                         ---------
           Total                                         $ 242,968
                                                         =========

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

                       Effects of New Accounting Standards

         First  Banks  adopted  the  provisions  of  SFAS  125,  Accounting  for
Transfers and Servicing of Financial  Assets and  Extinguishment  of Liabilities
(SFAS 125) prospectively on January 1, 1997. SFAS 125 established accounting and
reporting  standards  for  transfers  and  servicing  of  financial  assets  and
extinguishment of liabilities.

         The  standards   established  by  SFAS  125  are  based  on  consistent
applications of a  financial-components  approach that focuses on control. Under
that approach,  after a transfer of financial  assets,  an entity recognizes the

<PAGE>

financial and servicing  assets it controls and the liabilities it has incurred,
derecognizes   financial   assets  when  control  has  been   surrendered,   and
derecognizes  liabilities  when  extinguished.   SFAS  125  provides  consistent
standards for  distinguishing  transfers of financial assets that are sales from
transfers that are secured borrowings.

          The  implementation  of SFAS 125 did not have a material effect on the
consolidated financial position or results of operation of First Banks.

           In February 1997, the FASB issued SFAS 128,  Earnings Per Share (SFAS
128). SFAS 128 supersedes  Accounting  Principles Board Opinion No. 15, Earnings
Per Share (APB 15) and specifies the computation,  presentation,  and disclosure
requirements for earnings per share (EPS) for entities with publicly held common
stock or potential common stock. SFAS 128 was issued to simplify the computation
of EPS and to make the U.S.  standard more  compatible with the EPS standards of
other countries and that of the International Accounting Standards Committee. It
replaces the  presentation  of primary EPS with a presentation  of basic EPS and
fully diluted EPS with diluted EPS. SFAS 128 also requires dual  presentation of
basic and diluted EPS on the face of the income  statement for all entities with
complex capital  structures,  and requires a reconciliation of the numerator and
denominator of the basic EPS computation to the numerator and denominator of the
diluted EPS computation.

           Basic EPS, unlike primary EPS,  excludes  dilution and is computed by
dividing income available to common  stockholders by the weighted average number
of common shares outstanding for the period.  Diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common stock
were  exercised and  converted  into common stock or resulted in the issuance of
common  stock that then shared in the  earnings  of the  entity.  Diluted EPS is
computed similarly to fully diluted EPS under APB 15.

           SFAS 128 is effective for financial  statements  for both interim and
annual  periods  ending  after  December 15, 1997.  Earlier  application  is not
permitted. After adoption, all prior-period EPS data presented shall be restated
to conform with SFAS 128.

          First Banks does not believe the  implementation of SFAS 128 will have
a material effect on its computation of earnings per share.

          In February 1997, the FASB issued SFAS 129,  Disclosure of Information
about  Capital  Structure  (SFAS  129).  SFAS  129  establishes   standards  for
disclosing  information about an entity's capital  structure.  It applies to all
entities.  SFAS 129  continues  the previous  requirements  to disclose  certain
information  about  an  entity's  capital  structure  found  in APB 10,  Omnibus
Opinion-1966,  APB 15 and SFAS 47,  Disclosure  of  Long-Term  Obligations,  for
entities  that were subject to the  requirements  of those  standards.  SFAS 129
eliminates  the  exemption  of  nonpublic   entities  from  certain   disclosure
requirements  of APB 15 as provided by SFAS 21,  Suspension  of the Reporting of
Earnings  Per  Share  and  Segment  Information  by  Nonpublic  Enterprises.  It
supersedes  specific  disclosure  requirements of APB 10, APB 15 and SFAS 47 and
consolidates  them in SFAS 129 for ease of retrieval and for greater  visibility
to nonpublic entities.


         SFAS 129 is effective for financial statements for periods ending after
December 15, 1997. It contains no change in disclosure requirements for entities
that were previously subject to the requirements of APB 10 and 15 and SFAS 47.




<PAGE>




                           Part II- OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

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

              Exhibit
              Number       Description

                  11       Calculations of Earnings per Share

                  27       Financial Data Schedule (EDGAR only)

   (b)  First Banks, Inc. filed no reports on Form 8-K during  the  three month 
period ended June 30, 1997.



<PAGE>



                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.






                                            FIRST BANKS, INC.
                                            Registrant


Date:  August 12, 1997                      By: /s/ James F. Dierberg
                                                ---------------------
                                                   James F. Dierberg
                                                   Chairman, President and
                                                    Chief Executive Officer



Date:  August 12, 1997                       By: /s/ Allen H. Blake
                                                 ------------------
                                                   Allen H. Blake
                                                   Executive Vice President
                                                   and Chief Financial Officer
                                                   (Principal Financial Officer)

<PAGE>


<TABLE>
<CAPTION>
                                                                                         Exhibit 11

                                FIRST BANKS, INC.
                        Calculation of Earnings per Share





                                                For the Three Months Ended              For the Six Months Ended
                                                         June 30,                                June 30,
                                             ------------------------------             -----------------
                                                 1997                1996                 1997             1996
                                                 ----                ----                 ----             ----
Average shares outstanding:
<S>                                           <C>                 <C>                   <C>               <C>      
  Class C preferred stock                     1,910,632           2,200,000             1,948,224         2,200,000
  Class A preferred stock                       641,082             641,082               641,082           641,082
  Class B preferred stock                       160,505             160,505               160,505           160,505
  Common Stock                                   23,661              23,661                23,661            23,661
                                            ===========         ===========           ===========        ==========

Net income                                  $ 7,862,983           5,469,943            15,698,800         9,907,247
Preferred stock dividends:
  Class C preferred stock                    (1,077,750)         (1,237,500)           (2,160,563)       (2,475,000)
  Class A preferred stock                      (128,216)           (128,216)             (320,541)         (320,541)
  Class B preferred stock                        (2,809)             (2,809)               (7,022)           (7,022)
                                            -----------         -----------           -----------        ---------- 
  Income available to common
    stockholders                            $ 6,654,208           4,101,418            13,210,674         7,104,684 
                                            ===========         ===========            ==========        ==========
Primary earnings per share                  $    281.23              173.34                558.33            300.27
                                            ===========         ===========           ===========        ==========

Fully diluted earnings per share:
Dividends per share:
  Class C preferred stock                   $    0.5641              0.5625                1.1090            1.1250
  Class A preferred stock                        0.2000              0.2000                0.5000            0.5000
  Class B preferred stock                        0.0175              0.0175                0.0438            0.0437
                                            ===========         ===========           ===========        ==========

Class A preferred stock outstanding             641,082             641,082               641,082           641,082
Book value/share of common stock,
  beginning of year                         $  7,795.11            7,038.74              7,795.11          7,038.74
Dilution of common equity upon
  exercise of options and
  warrants of subsidiary bank                    (20.98)              (41.32)              (20.98)          (41.32)
                                            -----------         ------------          -----------        --------- 
                                               7,774.13            6,997.42              7,774.13          6,997.42
                                            ===========         ===========           ===========        ==========

Common stock issuable upon conversion             1,649               1,832                 1,649             1,832
Shares of common stock outstanding               23,661              23,661                23,661            23,661
                                            -----------         -----------           -----------        ----------
                                                 25,310              25,493                25,310            25,493
                                            ===========         ===========           ===========        ==========

Net income                                  $ 7,862,983           5,469,943            15,698,800         9,907,247
Class C preferred dividends                  (1,077,750)         (1,237,500)           (2,160,563)       (2,475,000)
Class B preferred dividends                      (2,809)             (2,809)               (7,022)           (7,022)
                                            -----------         -----------           -----------       ----------- 
  Fully-diluted net income                  $ 6,782,424           4,229,634            13,531,215         7,425,225
                                            ===========         ===========           ===========       ===========


Fully-diluted earnings per share            $    267.97              165.91                534.61            291.26
                                            ===========         ===========           ===========       ===========


</TABLE>