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, 2003

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

               For the transition period from _______ to ________

                           Commission File No. 0-20632

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

          MISSOURI                                   43-1175538
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 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, 2003
               -----                                  -----------------

   Common Stock, $250.00 par value                         23,661


<PAGE>

<TABLE>
<CAPTION>

                                FIRST BANKS, INC.

                                TABLE OF CONTENTS





                                                                                    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.........................................     13

   ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...........     26

   ITEM 4. CONTROLS AND PROCEDURES..............................................     27

PART II.   OTHER INFORMATION

   ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.....................................     28

SIGNATURES......................................................................     29

CERTIFICATIONS..................................................................     30

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION
                          ITEM 1 - FINANCIAL STATEMENTS

                                FIRST BANKS, INC.

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


                                                                                        March 31,     December 31,
                                                                                          2003            2002
                                                                                          ----            ----
                                                                                       (unaudited)

                                                ASSETS
                                                ------

Cash and cash equivalents:
<S>                                                                                   <C>                  <C>
     Cash and due from banks.......................................................   $    162,948         194,519
     Interest-bearing deposits with other financial institutions
       with maturities of three months or less.....................................         28,206             832
     Federal funds sold............................................................        134,838           7,900
                                                                                      ------------     -----------
          Total cash and cash equivalents..........................................        325,992         203,251
                                                                                      ------------     -----------

Investment securities:
     Available for sale, at fair value.............................................        955,190       1,120,894
     Held to maturity, at amortized cost (fair value of $15,987 and $16,978
       at March 31, 2003 and December 31, 2002, respectively)......................         15,436          16,426
                                                                                      ------------     -----------
          Total investment securities..............................................        970,626       1,137,320
                                                                                      ------------     -----------

Loans:
     Commercial, financial and agricultural........................................      1,408,655       1,443,016
     Real estate construction and development......................................      1,030,052         989,650
     Real estate mortgage..........................................................      2,453,660       2,444,122
     Lease financing...............................................................        119,280         126,738
     Consumer and installment......................................................         81,062          86,763
     Loans held for sale...........................................................        286,005         349,965
                                                                                      ------------     -----------
          Total loans..............................................................      5,378,714       5,440,254
     Unearned discount.............................................................         (7,256)         (7,666)
     Allowance for loan losses.....................................................       (108,696)        (99,439)
                                                                                      ------------     -----------
          Net loans................................................................      5,262,762       5,333,149
                                                                                      ------------     -----------

Derivative instruments.............................................................         91,458          97,887
Bank premises and equipment, net of accumulated
    depreciation and amortization..................................................        153,404         152,418
Goodwill...........................................................................        141,102         140,112
Bank-owned life insurance..........................................................         93,804          92,616
Accrued interest receivable........................................................         31,647          35,638
Deferred income taxes..............................................................         88,853          92,157
Other assets.......................................................................         69,482          58,252
                                                                                      ------------     -----------
          Total assets.............................................................   $  7,229,130       7,342,800
                                                                                      ============     ===========

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


<PAGE>


<TABLE>
<CAPTION>



                                FIRST BANKS, INC.

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


                                                                                        March 31,     December 31,
                                                                                          2003            2002
                                                                                          ----            ----
                                                                                       (unaudited)

                                             LIABILITIES
                                             -----------
Deposits:
     Demand:
<S>                                                                                   <C>                  <C>
       Non-interest-bearing........................................................   $    984,903         986,674
       Interest-bearing............................................................        849,399         819,429
     Savings.......................................................................      2,134,673       2,176,616
     Time:
       Time deposits of $100 or more...............................................        438,980         469,904
       Other time deposits.........................................................      1,695,639       1,720,197
                                                                                      ------------     -----------
          Total deposits...........................................................      6,103,594       6,172,820
Short-term borrowings..............................................................        182,891         265,644
Note payable.......................................................................             --           7,000
Guaranteed preferred beneficial interests in
     subordinated debentures.......................................................        294,624         270,039
Accrued interest payable...........................................................         10,937          11,751
Deferred income taxes..............................................................         55,366          61,204
Accrued expenses and other liabilities.............................................         53,124          35,301
                                                                                      ------------     -----------
          Total liabilities........................................................      6,700,536       6,823,759
                                                                                      ------------     -----------

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

Preferred stock:
     $1.00 par value, 5,000,000 shares authorized, no shares issued
       and outstanding.............................................................             --              --
     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
Additional paid-in capital.........................................................          5,910           5,910
Retained earnings..................................................................        452,524         433,689
Accumulated other comprehensive income.............................................         51,182          60,464
                                                                                      ------------     -----------
          Total stockholders' equity...............................................        528,594         519,041
                                                                                      ------------     -----------
          Total liabilities and stockholders' equity...............................   $  7,229,130       7,342,800
                                                                                      ============     ===========

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                FIRST BANKS, INC.

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

                                                                                               Three Months Ended
                                                                                                    March 31,
                                                                                             ---------------------
                                                                                               2003         2002
                                                                                               ----         ----

Interest income:
<S>                                                                                          <C>            <C>
     Interest and fees on loans.........................................................     $ 90,612       99,042
     Investment securities..............................................................        8,553        7,281
     Federal funds sold and other.......................................................          442          289
                                                                                             --------     --------
          Total interest income.........................................................       99,607      106,612
                                                                                             --------     --------
Interest expense:
     Deposits:
       Interest-bearing demand..........................................................        1,673        1,672
       Savings..........................................................................        6,786        9,169
       Time deposits of $100 or more....................................................        3,685        5,290
       Other time deposits..............................................................       12,194       18,881
     Short-term borrowings..............................................................          602          917
     Note payable.......................................................................          136          349
     Guaranteed preferred debentures....................................................        5,368        6,212
                                                                                             --------     --------
          Total interest expense........................................................       30,444       42,490
                                                                                             --------     --------
          Net interest income...........................................................       69,163       64,122
Provision for loan losses...............................................................       11,000       13,000
                                                                                             --------     --------
          Net interest income after provision for loan losses...........................       58,163       51,122
                                                                                             --------     --------
Noninterest income:
     Service charges on deposit accounts and customer service fees......................        8,644        6,480
     Gain on mortgage loans sold and held for sale......................................       10,678        5,167
     Net gain on sales of available-for-sale investment securities......................        6,259           92
     Bank-owned life insurance investment income........................................        1,271        1,287
     Net gain (loss) on derivative instruments..........................................            7         (339)
     Other..............................................................................        4,786        6,148
                                                                                             --------     --------
          Total noninterest income......................................................       31,645       18,835
                                                                                             --------     --------
Noninterest expense:
     Salaries and employee benefits.....................................................       29,359       27,261
     Occupancy, net of rental income....................................................        4,934        4,672
     Furniture and equipment............................................................        4,569        4,143
     Postage, printing and supplies.....................................................        1,306        1,542
     Information technology fees........................................................        8,033        8,100
     Legal, examination and professional fees...........................................        1,606        1,491
     Amortization of intangibles associated with the purchase of subsidiaries...........          532          482
     Communications.....................................................................          605          796
     Advertising and business development...............................................        1,309        1,444
     Other..............................................................................        7,432        6,927
                                                                                             --------     --------
          Total noninterest expense.....................................................       59,685       56,858
                                                                                             --------     --------
          Income before provision for income taxes and
              minority interest in income of subsidiary.................................       30,123       13,099
Provision for income taxes..............................................................       11,092        4,771
                                                                                             --------     --------
          Income before minority interest in income of subsidiary.......................       19,031        8,328
Minority interest in income of subsidiary...............................................           --          328
                                                                                             --------     --------
          Net income....................................................................       19,031        8,000
Preferred stock dividends...............................................................          196          196
                                                                                             --------     --------
          Net income available to common stockholders...................................     $ 18,835        7,804
                                                                                             ========     ========

Basic earnings per common share.........................................................     $ 796.04       329.84
                                                                                             ========     ========

Diluted earnings per common share.......................................................     $ 784.29       328.30
                                                                                             ========     ========

Weighted average 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, 2003 and 2002 and Nine Months Ended December 31, 2002
                           (dollars expressed in thousands, except per share data)



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

<S>                                                <C>          <C>    <C>       <C>     <C>      <C>       <C>     <C>
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
Nine months ended December 31, 2002:
    Comprehensive income:
      Net income.................................       --       --       --        --   37,167    37,167       --   37,167
      Other comprehensive income, net of tax:
        Unrealized gains on securities, net of
          reclassification adjustment (1)........       --       --       --        --    8,375        --    8,375    8,375
        Derivative instruments:
          Current period transactions............       --       --       --        --   24,406        --   24,406   24,406
                                                                                         ------
      Comprehensive income.......................                                        69,948
                                                                                         ======
    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..................       --       --       --      (164)                --       --     (164)
                                                   -------     ----    -----     -----            -------   ------  -------
Consolidated balances, December 31, 2002.........   12,822      241    5,915     5,910            433,689   60,464  519,041
Three months ended March 31, 2003:
    Comprehensive income:
      Net income.................................       --       --       --        --   19,031    19,031       --   19,031
      Other comprehensive income, net of tax:
        Unrealized losses on securities, net of
          reclassification adjustment (1)........       --       --       --        --   (5,658)       --   (5,658)  (5,658)
        Derivative instruments:
          Current period transactions............       --       --       --        --   (3,624)       --   (3,624)  (3,624)
                                                                                         ------
      Comprehensive income.......................                                         9,749
                                                                                         ======
    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, 2003.............  $12,822      241    5,915     5,910            452,524   51,182  528,594
                                                   =======     ====    =====     =====            =======   ======  =======
</TABLE>
<PAGE>

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

<TABLE>
<CAPTION>

                                                                         Three Months Ended       Nine Months Ended
                                                                              March 31,             December 31,
                                                                         ------------------       -----------------
                                                                          2003       2002                2002
                                                                          ----       ----                ----

     Unrealized (losses) gains on investment securities
<S>                                                                      <C>           <C>              <C>
         arising during the period.....................................  $(1,590)      594              8,374
     Less reclassification adjustment for gains (losses)
         included in net income........................................    4,068        60                 (1)
                                                                         -------    ------             ------
     Unrealized (losses) gains on investment securities................  $(5,658)      534              8,375
                                                                         =======    ======             ======

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,
                                                                                             -----------------------
                                                                                               2003           2002
                                                                                               ----           ----

Cash flows from operating activities:
<S>                                                                                         <C>               <C>
     Net income...........................................................................  $  19,031         8,000
     Adjustments to reconcile net income to net cash used in operating activities:
       Depreciation and amortization of bank premises and equipment.......................      4,781         4,341
       Amortization, net of accretion.....................................................      5,350         3,013
       Originations and purchases of loans held for sale..................................   (555,529)     (449,574)
       Proceeds from the sale of loans held for sale......................................    563,324       403,130
       Provision for loan losses..........................................................     11,000        13,000
       Provision for income taxes.........................................................     11,092         4,771
       Payments of income taxes...........................................................        (57)      (16,038)
       Decrease in accrued interest receivable............................................      4,678         2,648
       Interest accrued on liabilities....................................................     30,444        42,490
       Payments of interest on liabilities................................................    (31,402)      (38,987)
       Gain on mortgage loans sold and held for sale......................................    (10,678)       (5,167)
       Net gain on sales of available-for-sale investment securities......................     (6,259)          (92)
       Net (gain) loss on derivative instruments..........................................         (7)          339
       Other operating activities, net....................................................     12,413          (452)
       Minority interest in income of subsidiary..........................................         --           328
                                                                                            ---------      --------
          Net cash provided by (used in) operating activities.............................     58,181       (28,250)
                                                                                            ---------      --------

Cash flows from investing activities:
     Cash received (paid) for acquired entities, net of cash
       and cash equivalents received (paid)...............................................     14,870       (18,303)
     Proceeds from sales of investment securities available for sale......................     53,777           192
     Maturities of investment securities available for sale...............................    388,622       194,948
     Maturities of investment securities held to maturity.................................      1,082         1,067
     Purchases of investment securities available for sale................................   (193,183)      (72,585)
     Purchases of investment securities held to maturity..................................       (102)       (2,195)
     Net decrease in loans................................................................     22,848        86,897
     Recoveries of loans previously charged-off...........................................      6,237         4,561
     Purchases of bank premises and equipment.............................................     (2,633)       (2,554)
     Other investing activities, net......................................................      2,604         2,933
                                                                                            ---------      --------
          Net cash provided by investing activities.......................................    294,122       194,961
                                                                                            ---------      --------

Cash flows from financing activities:
     (Decrease) increase in demand and savings deposits...................................    (64,477)       31,976
     Decrease in time deposits............................................................    (98,022)      (88,481)
     Decrease in federal funds purchased..................................................    (55,000)      (81,000)
     Decrease in Federal Home Loan Bank advances..........................................         --        (4,000)
     (Decrease) increase in securities sold under agreements to repurchase................    (29,301)       13,471
     Advances drawn on note payable.......................................................         --        36,500
     Repayments of note payable...........................................................     (7,000)      (21,000)
     Proceeds from issuance of guaranteed preferred beneficial interests
       in subordinated debentures.........................................................     24,434            --
     Payment of preferred stock dividends.................................................       (196)         (196)
     Other financing activities, net......................................................         --           (12)
                                                                                            ---------      --------
          Net cash used in financing activities...........................................   (229,562)     (112,742)
                                                                                            ---------      --------
          Net increase in cash and cash equivalents.......................................    122,741        53,969
Cash and cash equivalents, beginning of period............................................    203,251       241,874
                                                                                            ---------      --------
Cash and cash equivalents, end of period..................................................  $ 325,992       295,843
                                                                                            =========      ========

Noncash investing and financing activities:
     Loans transferred to other real estate...............................................  $  10,351         1,245
     Loans held for sale transferred to loans.............................................        880         1,586
                                                                                            =========      ========

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 or the Company) are  unaudited  and should be read in
conjunction with the  consolidated  financial  statements  contained in the 2002
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 conformity with accounting principles generally accepted
in the  United  States of  America.  Actual  results  could  differ  from  those
estimates. 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, 2003 are not necessarily
indicative of the results that may be expected for the year ending  December 31,
2003.

         The  consolidated  financial  statements  include the accounts of First
Banks,  Inc. and its  subsidiaries.  All significant  intercompany  accounts and
transactions  have been eliminated.  Certain  reclassifications  of 2002 amounts
have been made to conform to the 2003 presentation

         First Banks operates  through its wholly owned  subsidiary bank holding
company,  The San  Francisco  Company  (SFC),  headquartered  in San  Francisco,
California,  and its wholly owned subsidiary bank, First Bank,  headquartered in
St. Louis County, Missouri.

(2)      ACQUISITIONS, ACQUISITION AND INTEGRATION COSTS AND OTHER CORPORATE
         TRANSACTIONS

         On March 31, 2003,  First Banks  completed its  acquisition  of Bank of
Ste.  Genevieve,   Ste.  Genevieve,   Missouri,  from  Allegiant  Bancorp,  Inc.
(Allegiant) in exchange for  approximately  974,150  shares of Allegiant  common
stock that were previously  held by First Banks.  The purpose of the acquisition
was to further expand our Midwest  banking  franchise.  First Banks continues to
own  approximately  232,000  shares,  or  approximately  1.52% of the issued and
outstanding  shares of Allegiant  common stock. At the time of the  transaction,
Bank of Ste.  Genevieve  had $115.1  million in total  assets,  $42.9 million in
loans,  net of unearned  discount,  $797,000  in  investment  securities,  $93.7
million in deposits and  operated two banking  locations.  The  transaction  was
accounted for using the purchase method of accounting. Goodwill of approximately
$1.0 million is not expected to be deductible for tax purposes. The core deposit
intangibles  were  approximately  $3.5 million and will be amortized  over seven
years utilizing the straight line method. Bank of Ste. Genevieve was merged with
and into First Bank. In addition,  on March 31, 2003,  First Banks completed the
merger of its two wholly-owned  bank  subsidiaries,  First Bank and First Bank &
Trust, to allow certain  administrative and operational  economies not available
while the two banks maintained  separate charters.  Due to the immaterial effect
on previously  reported  financial  information,  pro forma disclosures have not
been prepared for the aforementioned transactions.

         We accrue  certain costs  associated  with our  acquisitions  as of the
respective  consummation  dates.  Essentially  all of these accrued costs relate
either to adjustments to the staffing levels of the acquired  entities or to the
anticipated  termination of information  technology or item processing contracts
of the acquired entities prior to their stated contractual expiration dates. The
most significant costs that we incur relate to salary  continuation  agreements,
or other similar agreements, of executive management and certain other employees
of the  acquired  entities  that were in place prior to the  acquisition  dates.
These agreements  provide for payments over periods ranging from one to 14 years
and are  triggered as a result of the change in control of the acquired  entity.
Other severance  benefits for employees that are terminated in conjunction  with
the  integration  of the  acquired  entities  into our existing  operations  are
normally paid to the recipients  within 90 days of the  respective  consummation
date.  The balance of our accrued  severance of $2.2 million  identified  in the
following   table  is  comprised  of   contractual   obligations   under  salary
continuation  agreements to 13 individuals and have remaining terms ranging from
five months to approximately 14 years.  Payments made under these agreements are
paid from accrued  liabilities and  consequently,  do not have any impact on our
consolidated statements of income.

         A  summary  of  the  cumulative   acquisition  and  integration   costs
attributable  to our  acquisitions,  which were  accrued as of the  consummation
dates of the respective  acquisitions,  is listed below.  These  acquisition and
integration  costs  are  reflected  in  accrued  and  other  liabilities  in our
consolidated financial statements.



<PAGE>

<TABLE>
<CAPTION>


                                                                             Information
                                                          Severance        Technology Fees       Total
                                                          ---------        ---------------       -----
                                                                  (dollars expressed in thousands)

<S>                                                       <C>                     <C>              <C>
Balance at December 31, 2002...........................   $ 2,351                 28               2,379
Three Months Ended March 31, 2003:
   Amounts accrued at acquisition date.................       100                350                 450
   Payments............................................      (256)                --                (256)
                                                          -------             ------             -------
Balance at March 31, 2003..............................   $ 2,195                378               2,573
                                                          =======             ======             =======
</TABLE>

         We also incur costs associated with our acquisitions  that are expensed
in our  consolidated  statements of income.  These costs relate  exclusively  to
additional costs incurred in conjunction with the data processing conversions of
the respective entities.

 (3)     INTANGIBLE ASSETS ASSOCIATED WITH THE PURCHASE OF SUBSIDIARIES,
<TABLE>
<CAPTION>
         NET OF AMORTIZATION

         Intangible assets associated with the purchase of subsidiaries,  net of
amortization, were comprised of the following at March 31, 2003 and December 31,
2002:

                                                       March 31, 2003                December 31, 2002
                                                ----------------------------    -------------------------
                                                  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..............  $  17,391         (2,366)        13,871           (1,869)
         Goodwill associated with
           purchases of branch offices.........      2,210           (754)         2,210             (718)
                                                 ---------        -------        -------          -------
              Total............................  $  19,601         (3,120)        16,081           (2,587)
                                                 =========        =======        =======          =======

     Unamortized intangible assets:
         Goodwill associated with the
           purchase of subsidiaries............  $ 139,646                       138,620
                                                 =========                       =======
</TABLE>

         Amortization   of   intangibles   associated   with  the   purchase  of
subsidiaries  and branch  offices was  $532,000 for the three months ended March
31, 2003,  and  $482,000  for the  comparable  period in 2002.  Amortization  of
intangibles associated with the purchase of subsidiaries, including amortization
of core deposit  intangibles and branch  purchases,  has been estimated  through
2008 in the following table, and does not take into  consideration any potential
future acquisitions or branch purchases.
<TABLE>
<CAPTION>

                                                                 (dollars expressed in thousands)

                  Year ending December 31:
<S>                   <C>                                                  <C>
                      2003 (1)...........................................  $   2,506
                      2004...............................................      2,632
                      2005...............................................      2,632
                      2006...............................................      2,632
                      2007...............................................      2,632
                      2008...............................................      2,632
                                                                           ---------
                         Total...........................................  $  15,666
                                                                           =========
                  --------------------------
                  (1) Includes $532,000 of amortization for the three months ended March 31, 2003.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

         Changes in the  carrying  amount of goodwill for the three months ended March 31, 2003 were as follows:

                                                                   (dollars expressed in thousands)

<S>                                                                          <C>
     Balance, beginning of period..........................................  $ 140,112
     Goodwill acquired during period.......................................      1,026
     Amortization - purchases of branch offices............................        (36)
                                                                             ---------
     Balance, end of period................................................  $ 141,102
                                                                             =========
</TABLE>
<PAGE>


(4)      MORTGAGE BANKING ACTIVITIES

         At March 31, 2003 and December 31, 2002, First Banks serviced loans for
others  amounting to $1.34 billion and $1.29 billion,  respectively.  Borrowers'
escrow balances held by First Banks on such loans were $1.8 million and $517,000
at March 31, 2003 and December 31, 2002, respectively. 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 ten years.  The weighted average  amortization  period of the
mortgage servicing rights is approximately seven years.

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

                                                                                        Three Months Ended
                                                                                             March 31,
                                                                                    --------------------------
                                                                                     2003                2002
                                                                                     ----                ----
                                                                                 (dollars expressed in thousands)

<S>                                                                                 <C>                 <C>
           Balance, beginning of period.........................................    $  14,882           10,125
           Originated mortgage servicing rights.................................        1,973            2,438
           Amortization.........................................................       (1,177)            (817)
                                                                                    ---------           ------
           Balance, end of period...............................................    $  15,678           11,746
                                                                                    =========           ======
</TABLE>

         The fair value of mortgage servicing rights was $17.1 million and $16.5
million at March 31, 2003 and 2002, respectively,  and $17.2 million at December
31, 2002. The predominant risk  characteristics of the underlying mortgage loans
used to stratify mortgage servicing rights for purposes of measuring  impairment
include size,  interest rate,  weighted average original term,  weighted average
remaining term and estimated prepayment speeds.

         The  excess of the fair value of  mortgage  servicing  rights  over the
carrying  value was $1.4  million  and $4.8  million at March 31, 2003 and 2002,
respectively,  and $2.3 million at December  31,  2002.  The decline in the fair
value represents the declining  mortgage  interest rate environment in 2002 that
resulted in a significant  increase in the number of mortgages  being prepaid or
refinanced.  In addition, the increased prepayment experience that occurred as a
result of the reduced mortgage interest rate environment during 2002 resulted in
a decline in the fair value of the remaining mortgage servicing rights. However,
the decline in the fair value of the mortgage servicing rights did not result in
the fair value being reduced below the carrying value at March 31, 2003.

         Amortization of mortgage servicing rights, as it relates to the balance
at March 31,  2003 of $15.7  million,  has been  estimated  through  2007 in the
following table:
<TABLE>
<CAPTION>

                                                                 (dollars expressed in thousands)

                  Year ending December 31:
<S>                   <C>                                                  <C>
                      2003 (1)...........................................  $   3,875
                      2004...............................................      3,742
                      2005...............................................      3,649
                      2006...............................................      3,608
                      2007...............................................        804
                                                                           ---------
                         Total...........................................  $  15,678
                                                                           =========
                  -------------------------
                  (1) Includes $1.2 million of amortization for the three months
                      ended March 31, 2003.
</TABLE>
<PAGE>

(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, 2003:
<S>                                                                          <C>               <C>         <C>
         Basic EPS - income available to common stockholders.............    $ 18,835          23,661      $ 796.04
         Effect of dilutive securities:
           Class A convertible preferred stock...........................         192             599        (11.75)
                                                                             --------         -------      --------
         Diluted EPS - income available to common stockholders...........    $ 19,027          24,260      $ 784.29
                                                                             ========         =======      ========

     Three Months Ended March 31, 2002:
         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
                                                                             ========         =======      ========
</TABLE>


<PAGE>



(6)      TRANSACTIONS WITH RELATED PARTIES

         First Title Guarantee LLC (First Title), a corporation  established and
administered  by and for the benefit of First Banks' Chairman and members of his
immediate  family,  received  approximately  $113,000  and $84,000 for the three
months ended March 31, 2003 and 2002, respectively,  in commissions for policies
purchased by First Banks or customers of the subsidiary bank from  unaffiliated,
third-party  insurors.  The  insurance  premiums  on  which  the  aforementioned
commissions  were  earned  were  competitively  bid,  and First  Banks deems the
commissions  First Title earned from  unaffiliated  third-party  companies to be
comparable to those that would have been earned by an  unaffiliated  third-party
agent.

         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 $868,000 and $757,000 for the three months ended
March 31,  2003 and 2002,  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 bank.

         First Services,  L.P., a limited partnership  indirectly owned by First
Banks'  Chairman  and  members of his  immediate  family,  provides  information
technology and various related services to First Banks,  Inc. and its subsidiary
bank. Fees paid under agreements with First Services, L.P. were $6.7 million for
the three  months  ended March 31, 2003 and 2002.  During the three months ended
March 31, 2003 and 2002, First Services,  L.P. paid First Banks $1.2 million and
$898,000,  respectively, in rental fees for the use of data processing and other
equipment owned by First Banks.

         During 2002, First Capital America,  Inc., a corporation owned by First
Banks' Chairman and members of his immediate family, received approximately $1.0
million of origination  and servicing fees  associated  with  commercial  leases
originated  and  serviced  for the  subsidiary  bank by the  employees  of First
Capital  America,   Inc.  Effective  January  1,  2003,  this  relationship  was
discontinued.

         First Banks'  subsidiary  bank has had in the past, and may have in the
future,  loan transactions in the ordinary course of business with its directors
or their  affiliates.  These loan transactions have been and will be on the same
terms, including interest rates and collateral,  as those prevailing at the time
for comparable  transactions with unaffiliated  persons and did not involve more
than the normal risk of collectibility  or present other  unfavorable  features.
Loans to directors, their affiliates and executive officers of First Banks, Inc.
were  approximately  $12.6  million  and $12.8  million  at March  31,  2003 and
December 31, 2002,  respectively.  First Banks'  subsidiary bank does not extend
credit to its officers or to officers of First Banks, Inc., except extensions of
credit  secured  by  mortgages  on  personal   residences,   loans  to  purchase
automobiles and personal credit card accounts.

(7)      REGULATORY CAPITAL

         First Banks and its subsidiary  bank 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  its  subsidiary  bank  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 its subsidiary bank 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, 2003,  First Banks and its subsidiary  bank were each
well capitalized under the applicable regulations.




<PAGE>


         As of March 31, 2003,  the most recent  notification  from First Banks'
primary  regulator  categorized  First  Banks  and its  subsidiary  bank as well
capitalized under the regulatory  framework for prompt corrective  action. To be
categorized  as well  capitalized,  First  Banks  and its  subsidiary  bank 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, 2003 and December 31, 2002,  First
Banks' and its  subsidiary  bank's  required and actual  capital  ratios were as
follows:
<TABLE>
<CAPTION>


                                                                Actual                                   To Be Well
                                                       ------------------------                       Capitalized Under
                                                       March 31,   December 31,      For Capital      Prompt Corrective
                                                        2003           2002       Adequacy Purposes   Action Provisions
                                                        ----           ----       -----------------   -----------------

     Total capital (to risk-weighted assets):
<S>                                                      <C>           <C>               <C>                <C>
              First Banks.............................   11.31%        10.68%            8.0%               10.0%
              First Bank..............................   10.65         10.75             8.0                10.0
              First Bank & Trust (1)..................      --         10.18             8.0                10.0

     Tier 1 capital (to risk-weighted assets):
              First Banks.............................    7.83          7.47             4.0                 6.0
              First Bank..............................    9.39          9.49             4.0                 6.0
              First Bank & Trust (1)..................      --          8.93             4.0                 6.0

     Tier 1 capital (to average assets):
              First Banks.............................    6.83          6.45             3.0                 5.0
              First Bank..............................    8.20          7.79             3.0                 5.0
              First Bank & Trust (1) .................      --          8.26             3.0                 5.0
---------------------------
(1) First Bank & Trust was merged with and into First Bank on March 31, 2003.
</TABLE>

(8)      BUSINESS SEGMENT RESULTS

         First Banks'  business  segment is its subsidiary  bank. The reportable
business segment is consistent with the management structure of First Banks, the
subsidiary bank and the internal reporting system that monitors performance.

         Through  its branch  network,  the  subsidiary  bank  provides  similar
products and services in its 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 bank markets 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 bank also offers 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 and trust,  private banking and institutional money
management  services.  The revenues  generated by the 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, McKinney and Denton, Texas.
The products and services are offered to customers  primarily  within the bank's
respective geographic areas.

         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>

<TABLE>
<CAPTION>

The business segment results are summarized as follows:

                                                                              Corporate,
                                                                               Other and
                                                                             Intercompany
                                                  First Bank             Reclassifications (1)        Consolidated Totals
                                            -------------------------   -----------------------     ------------------------
                                            March 31,    December 31,   March 31,  December 31,     March 31,   December 31,
                                              2003         2002 (2)       2003         2002           2003          2002
                                              ----         ----           ----         ----           ----          ----
                                                                   (dollars expressed in thousands)

Balance sheet information:

<S>                                       <C>            <C>               <C>         <C>           <C>         <C>
Investment securities...................  $  965,524     1,114,479         5,102       22,841        970,626     1,137,320
Loans, net of unearned discount.........   5,371,458     5,432,589            --           (1)     5,371,458     5,432,588
Goodwill................................     141,102       140,112            --           --        141,102       140,112
Total assets............................   7,223,079     7,357,155         6,051      (14,355)     7,229,130     7,342,800
Deposits................................   6,148,292     6,189,928       (44,698)     (17,108)     6,103,594     6,172,820
Note payable............................          --            --            --        7,000             --         7,000
Stockholders' equity....................     785,773       777,548      (257,179)    (258,507)       528,594       519,041
                                          ==========     =========     =========    =========      =========     =========


                                                                              Corporate,
                                                                               Other and
                                                                             Intercompany
                                                  First Bank             Reclassifications (1)       Consolidated Totals
                                            ----------------------     -----------------------     ------------------------
                                              Three Months Ended          Three Months Ended          Three Months Ended
                                                   March 31,                   March 31,                   March 31,
                                            ----------------------     -----------------------     ------------------------
                                              2003       2002 (2)        2003           2002         2003            2002
                                              ----       ----            ----           ----         ----            ----

Income statement information:

Interest income..........................   $ 99,528       106,608            79            4        99,607        106,612
Interest expense.........................     25,004        36,091         5,440        6,399        30,444         42,490
                                            --------       -------       -------    ---------      --------        -------
     Net interest income.................     74,524        70,517        (5,361)      (6,395)       69,163         64,122
Provision for loan losses................     11,000        13,000            --           --        11,000         13,000
                                            --------       -------       -------    ---------      --------        -------
     Net interest income
       after provision
       for loan losses...................     63,524        57,517        (5,361)      (6,395)       58,163         51,122
Noninterest income.......................     25,627        19,407         6,018         (572)       31,645         18,835
Noninterest expense......................     59,313        55,681           372        1,177        59,685         56,858
                                            --------       -------       -------    ---------      --------        -------
     Income before provision
       for income taxes
       and minority interest
       in income of subsidiary...........     29,838        21,243           285       (8,144)       30,123         13,099
Provision for income taxes...............     10,483         7,468           609       (2,697)       11,092          4,771
                                            --------       -------       -------    ---------      --------        -------
     Income before minority
       interest in income of
       subsidiary........................     19,355        13,775          (324)      (5,447)       19,031          8,328
Minority interest in income
   of subsidiary.........................         --            --            --          328            --            328
                                            --------       -------       -------    ---------      --------        -------
     Net income..........................   $ 19,355        13,775          (324)      (5,775)       19,031          8,000
                                            ========       =======       =======    =========      ========        =======

---------------------------
(1)  Corporate and other includes $5.4 million and $6.2 million of guaranteed preferred debentures  expense for the three months
     ended March 31, 2003 and 2002, respectively. The applicable income tax benefit associated  with  the  guaranteed  preferred
     debentures expense was $1.9 million and $2.2 million for the three months ended March 31, 2003 and 2002, respectively.
(2)  First Bank & Trust was merged with and into First Bank on March 31, 2003 as further described in Note 2 to our accompanying
     consolidated financial statements. Accordingly, the 2002 amounts have been restated to reflect this combination of entities
     under common control.
</TABLE>


<PAGE>

(9)      GUARANTEED PREFERRED BENEFICIAL INTERESTS IN SUBORDINATED DEBENTURES

         On March 20, 2003,  First Bank Statutory  Trust (FBST),  a newly formed
Connecticut  statutory trust subsidiary of First Banks,  issued 25,000 shares of
8.10%  cumulative  trust  preferred  securities at $1,000 per share in a private
placement,  and issued 774 shares of common  securities to First Banks at $1,000
per share.  First  Banks owns all of the common  securities  of FBST.  The gross
proceeds of the offering  were used by FBST to purchase  $25.0  million of 8.10%
junior subordinated debentures from First Banks, maturing on March 20, 2033. The
maturity  date of the  subordinated  debentures  may be  shortened to a date not
earlier than March 20, 2008,  if certain  conditions  are met. The  subordinated
debentures  are the sole asset of FBST. In  connection  with the issuance of the
FBST 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 FBST under the FBST  preferred  securities.  First
Banks' proceeds from the issuance of the subordinated debentures to FBST, net of
offering  expenses,  were  $24.5  million.  Distributions  on  FBST's  preferred
securities are payable  quarterly in arrears,  beginning March 31, 2003, and are
included  in  interest  expense  in  the  consolidated   statements  of  income.
Distributions on FBST's  preferred  securities were $64,000 for the three months
ended March 31, 2003.

(10)     CONTINGENT LIABILITIES

         In October  2000,  First Banks  entered  into two  continuing  guaranty
contracts.  For value  received,  and for the purpose of inducing a pension fund
and its  trustees  and a welfare  fund and its  trustees  (the Funds) to conduct
business with Missouri Valley Partners,  Inc. (MVP), First Bank's  institutional
investment  management  subsidiary,  First Banks irrevocably and unconditionally
guaranteed payment of and promised to pay to each of the Funds any amounts up to
the sum of  $5,000,000  to the extent MVP is liable to the Funds for a breach of
the Investment  Management Agreements (including the Investment Policy Statement
and  Investment  Guidelines),  by and  between  MVP and  the  Funds  and/or  any
violation of the Employee  Retirement  Income  Security Act by MVP  resulting in
liability  to  the  Funds.  The  guaranties  are  continuing  guaranties  of all
obligations  that may arise for  transactions  occurring prior to termination of
the Investment  Management  Agreements and are co-existent  with the term of the
Investment Management  Agreements.  The Investment Management Agreements have no
specified  term but may be  terminated  at any time upon  written  notice by the
Trustees or, at First  Banks'  option,  upon thirty days  written  notice to the
Trustees. In the event of termination of the Investment  Management  Agreements,
such  termination  shall  have no effect on the  liability  of First  Banks with
respect to obligations  incurred  before such  termination.  The  obligations of
First Banks are joint and several  with those of MVP.  First Banks does not have
any recourse  provisions  that would enable it to recover from third parties any
amounts  paid  under the  contracts  nor does  First  Banks  hold any  assets as
collateral that, upon occurrence of a required payment under the contract, could
be liquidated  to recover all or a portion of the  amount(s)  paid. At March 31,
2003 and  December 31,  2002,  First Banks had not recorded a liability  for the
obligations  associated  with these guaranty  contracts,  as the likelihood that
First Banks will be required to make payments under the contracts is remote.

(11)     SUBSEQUENT EVENT

         On April 1, 2003,  First  Preferred  Capital Trust IV (First  Preferred
IV), a newly formed Delaware  business trust  subsidiary of First Banks,  issued
1.84 million shares of 8.15%  cumulative  trust preferred  securities at $25 per
share in an  underwritten  public  offering,  and issued 56,908 shares of common
securities  to  First  Banks at $25 per  share.  First  Banks  owns all of First
Preferred IV's common  securities.  The gross proceeds of the offering were used
by  First  Preferred  IV  to  purchase  approximately  $47.4  million  of  8.15%
subordinated  debentures  from  First  Banks,  maturing  on June 30,  2033.  The
maturity  date may be shortened  to a date not earlier  than June 30,  2008,  if
certain  conditions are met. The  subordinated  debentures are the sole asset of
First Preferred IV. 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 Preferred IV under the First Preferred IV preferred  securities.  First
Banks'  proceeds  from the  issuance  of the  subordinated  debentures  to First
Preferred IV, net of underwriting fees and offering expenses, were approximately
$44.2 million.  Distributions  on First Preferred IV's preferred  securities are
payable  quarterly in arrears,  beginning on June 30, 2003, and will be included
in  interest  expense in the  consolidated  statements  of income.  First  Banks
utilized  the entire net  proceeds of the  offering to redeem  $88.9  million of
9.25% trust  preferred  securities  issued by First  Preferred  Capital Trust in
1997.  The  remaining  funds  necessary  were provided  from  available  cash of
approximately  $20.2  million and the net proceeds of $24.5  million from FBST's
issuance of additional trust preferred  securities as described in Note 9 to our
accompanying consolidated financial statements.



<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 as well as the threat of future terrorist
activities, existing and potential wars and/or military actions related thereto,
and domestic responses to terrorism or threats of terrorism;  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; the credit risk associated with consumers who may not
repay loans;  the geographic  dispersion of our offices;  the impact our hedging
activities may have on our operating results;  the highly regulated  environment
in which we operate;  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 competition of larger acquirers with greater resources; fluctuations
in the prices at which acquisition targets may be available for sale; the impact
of making  acquisitions  without  using our common  stock;  and  possible  asset
quality issues,  unknown  liabilities or integration  issues with the businesses
that we have  acquired.  We do not  have a duty to and  will  not  update  these
forward-looking statements.  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 a banking subsidiary with 152 branch
offices throughout California,  Illinois, Missouri and Texas. At March 31, 2003,
we had total assets of $7.23 billion,  loans, net of unearned discount, of $5.37
billion,  total  deposits  of $6.10  billion and total  stockholders'  equity of
$528.6 million.

         Through our  subsidiary  bank, 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 and trust,  private banking and institutional money
management services.

         We operate through our wholly owned  subsidiary  bank holding  company,
The San Francisco Company, or SFC,  headquartered in San Francisco,  California,
and its wholly owned  subsidiary  bank,  First Bank,  headquartered in St. Louis
County, Missouri.

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


<PAGE>


                               Financial Condition

         Our total assets were $7.23 billion and $7.34 billion at March 31, 2003
and December 31, 2002,  respectively.  The decrease in total assets is primarily
attributable  to reduced  loan  demand  and an  anticipated  level of  attrition
associated  with low deposit  rates  offset by the  acquisition  of Bank of Ste.
Genevieve on March 31, 2003,  which provided assets of $115.1  million.  Federal
funds sold  increased by $126.9  million due to the  investment  of excess funds
resulting  from reduced loan demand and  maturities  of  investment  securities.
Investment  securities  decreased  $166.7 million to $970.6 million at March 31,
2003 from $1.14 billion at December 31, 2002  primarily due to $388.6 million of
maturities  of  available-for-sale   investment  securities  and  $17.9  million
relating to the  exchange of  Allegiant  Bancorp,  Inc.  common stock for a 100%
ownership in Bank of Ste. Genevieve,  offset by purchases of  available-for-sale
investment  securities of $193.2  million and $797,000 in investment  securities
acquired  with Bank of Ste.  Genevieve.  The net  proceeds  associated  with the
decline in investment  securities were utilized  primarily to fund our reduction
in total deposits as further  discussed  below.  The decrease in assets was also
due to the decrease in loans, net of unearned discount, of $61.1 million,  which
is further discussed under "--Loans and Allowance for Loan Losses." In addition,
other assets  increased  $11.2  million to $69.5  million at March 31, 2003 from
$58.3  million at December 31, 2002.  This  increase is primarily due to an $8.2
million  increase in other real estate as further  discussed  under "--Loans and
Allowance for Loan Losses."  Total  deposits also  decreased by $69.2 million to
$6.10  billion at March 31, 2003 from $6.17  billion at December 31,  2002.  The
decrease  primarily  reflects an anticipated level of attrition  associated with
low deposit rates,  continued aggressive competition within our market areas and
normal cyclical trends  typically  experienced  during the first quarter of each
calendar year offset by the $93.7 million in deposits acquired from Bank of Ste.
Genevieve.  Short-term  borrowings  decreased $82.8 million to $182.9 million at
March 31, 2003 from $265.6  million at December  31,  2002,  primarily  due to a
$55.0 million  reduction in federal funds purchased.  Our note payable was fully
repaid during the three months ended March 31, 2003 through  dividends  from our
subsidiaries.   Guaranteed   preferred   beneficial  interests  in  subordinated
debentures  increased  $24.6  million  due  primarily  to the  additional  trust
preferred  securities issued by First Bank Statutory Trust on March 20, 2003, as
more  fully  described  in  Note 9 to  our  consolidated  financial  statements.
Furthermore,  accrued expenses and other liabilities  increased $17.8 million to
$53.1  million at March 31, 2003 compared to $35.3 million at December 31, 2002.
The increase  primarily  reflects an increase in accrued  income taxes offset by
the timing of certain payments. Accumulated other comprehensive income decreased
$9.3 million to $51.2  million at March 31, 2003 from $60.5  million at December
31, 2002 due to $5.7 million  associated with the change in unrealized  gains on
available-for-sale  investment  securities as accounted  for under  Statement of
Financial  Accounting  Standards,  or SFAS, No. 115,  including the $6.3 million
reversal of the unrealized  gain  attributable  to the exchange of the Allegiant
common  stock,  and  $3.6  million  associated  with  our  derivative  financial
instruments as accounted for under SFAS No. 133.

                              Results of Operations

Net Income

         Net income was $19.0 million for the three months ended March 31, 2003,
compared to $8.0  million  for the  comparable  period in 2002.  Results for the
three  months  ended March 31, 2003 reflect  increased  net interest  income and
noninterest  income offset by higher operating  expenses.  Included in the first
quarter  of 2003  was a gain of  $6.3  million,  before  related  income  taxes,
relating to the partial exchange of our investment in an unaffiliated  financial
institution  for  a  100%  ownership  in  one  of  the  unaffiliated   financial
institutions'  banking  subsidiaries.  The increase in earnings in 2003 reflects
our efforts to increase our net interest  margin and improve our asset  quality.
Throughout  2002,  we  experienced  higher-than-normal  loan  charge-offs,  loan
delinquencies and nonperforming loans that led to increased  provisions for loan
losses,  thereby  reducing net income.  While we believe we were  successful  in
addressing the asset quality  problems during 2002, we are continuing to closely
monitor our  operations to address the ongoing  challenges  posed by the current
economic  environment,  including  reduced  loan  demand  and  lower  prevailing
interest  rates.  We  experienced  continuing  growth  of  net  interest  income
primarily  resulting from the earnings on our interest rate swap agreements that
we entered into in conjunction  with our interest rate risk management  program,
which mitigate the effects of decreasing  interest rates.  In addition,  earning
assets increased as a result of our acquisitions of Plains Financial Corporation
in January 2002 and two Texas  branch  purchases  in June 2002,  which  provided
assets of $256.3 million and $63.7 million,  respectively.  Net interest  income
was also  impacted by an increase in  guaranteed  preferred  debentures  expense
resulting from the issuance of trust preferred  securities by First Bank Capital
Trust in April  2002 and First  Bank  Statutory  Trust in March  2003.  However,
prevailing low interest rates, generally weaker loan demand and overall economic
conditions continue to exert pressure on our net interest income.
<PAGE>

         Noninterest  income was $31.6  million and $18.8  million for the three
months ended March 31, 2003 and 2002, respectively.  The increase in noninterest
income is  primarily  due to a $6.3 million gain on the exchange of common stock
of  Allegiant,  held  by us  for a 100%  ownership  interest  in  Bank  of  Ste.
Genevieve.  The  increase  is also due to gains on mortgage  loans  sold,  which
increased $5.5 million,  or 106.7%,  to $10.7 million for the three months ended
March  31,  2003 from  $5.2  million  for the  comparable  period in 2002.  This
increase  reflects  growth of our mortgage  banking  activities  as well as high
volumes of new originations and refinancings  related to continued reductions in
mortgage loan rates.  Higher noninterest income for 2003 also reflects increases
in service charges on deposit accounts and loan servicing fees.

         Operating  expenses  increased  by $2.8  million to $59.7  million from
$56.9 million for the three months ended March 31, 2003 and 2002,  respectively.
The increased operating expenses primarily result from increases in salaries and
employee benefit expenses  associated with  acquisitions and staff  realignments
surrounding  our core business  strategies  and a $1.1 million  write-down on an
operating lease associated with the commercial  leasing  business.  These higher
operating expenses, exclusive of the operating lease, are reflective of recently
completed  acquisitions  and ongoing  investments  made in conjunction  with the
execution of our overall business plan.

Net Interest Income

         Net interest income  (expressed on a tax equivalent basis) increased to
$69.5 million, or 4.36% of average interest-earning assets, for the three months
ended March 31, 2003, from $64.4 million,  or 4.20% of average  interest-earning
assets,  for the comparable period in 2002. We credit the increased net interest
income primarily to the net interest-earning assets provided by our acquisitions
completed  during 2002 as well as earnings on our interest rate swap  agreements
that we entered  into in  conjunction  with our  interest  rate risk  management
program.  As further  discussed under "--Interest Rate Risk Management," for the
three months ended March 31, 2003, these agreements provided net interest income
of $15.0 million,  in comparison to $11.2 million for the  comparable  period in
2002.  The increase in net interest  income,  however,  was partially  offset by
lower  prevailing  interest  rates,  generally  weaker  loan  demand and overall
economic  conditions,  which  continue  to exert  pressure  on our net  interest
income.  Guaranteed  preferred debentures expense was $5.4 million for the three
months ended March 31, 2003,  compared to $6.2 million for the comparable period
in 2002. The decrease for 2003 primarily  reflects the earnings  associated with
our  interest  rate  swap  agreements  entered  into in May and  June of 2002 as
further discussed under  "--Interest Rate Risk Management,"  partially offset by
the issuance of $25.0 million of additional trust preferred  securities in April
2002 and on March 20, 2003.

         Average  loans,  net of unearned  discount,  were $5.36 billion for the
three  months  ended March 31,  2003,  in  comparison  to $5.50  billion for the
comparable  period in 2002.  The yield on our loan  portfolio  also decreased to
6.87% for the three months ended March 31, 2003,  in comparison to 7.32% for the
comparable  period in 2002. We attribute the decline in the average  balance and
yields primarily to general economic conditions resulting in continued weak loan
demand and lower prevailing interest rates. The reduced level of interest income
earned  on our loan  portfolio  as a result  of  declining  interest  rates  and
increased  competition  within our market areas was  partially  mitigated by the
earnings associated with our interest rate swap agreements.

         For the three  months  ended March 31,  2003,  the  aggregate  weighted
average rate paid on our deposit portfolio decreased to 1.91% from 2.89% for the
comparable  period in 2002. We attribute the decline in rates paid for the three
months  ended  March  31,  2003  primarily  to rates  paid on  savings  and time
deposits,  which have continued to decline in conjunction with the interest rate
reductions previously discussed. The decline also reflects our continued efforts
to  restructure  the  composition  of our  deposit  base as the  majority of our
deposit development programs are directed toward increased transaction accounts,
such as demand and savings  accounts,  rather than time deposits,  and emphasize
attracting more than one account relationship with customers.

         The aggregate weighted average rate paid on our note payable was 14.07%
for the three months ended March 31, 2003,  compared to 3.07% for the comparable
period in 2002.  The  increase in the  weighted  average rate paid for the three
months ended March 31, 2003 primarily reflects increased commitment, arrangement
and other  fees  paid  during  the first  quarter  to amend our  secured  credit
agreement.  Due to the small  average  balance  outstanding  on our note payable
during the three months ended March 31, 2003,  the timing of the  recognition of
these fees  results in a  disproportionate  weighted  average  rate paid for the
period.  Amounts outstanding under our $45.0 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 and in the
outstanding balance of the note payable, which was fully repaid during the three
months ended March 31, 2003.  The  aggregate  weighted  average rate paid on our
short-term  borrowings  also declined for the three months ended March 31, 2003,
as compared to the comparable  period in 2002,  reflecting the current  interest
rate environment.
<PAGE>

         The aggregate  weighted  average rate paid on our guaranteed  preferred
debentures  declined to 7.96% for the three months  ended March 31,  2003,  from
10.67% for the comparable  period in 2002. The decreased rates primarily reflect
the earnings impact of our interest rate swap agreements into in May and June of
2002.

         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, 2003 and 2002:
<TABLE>
<CAPTION>

                                                                           Three Months Ended March 31,
                                                               -----------------------------------------------------
                                                                         2003                         2002
                                                               ------------------------     ------------------------
                                                                         Interest                    Interest
                                                               Average   Income/ Yield/     Average  Income/  Yield/
                                                               Balance   Expense  Rate      Balance  Expense   Rate
                                                               -------   -------  ----      -------   ------   ----
                                                                         (dollars expressed in thousands)
                            ASSETS
                            ------

Interest-earning assets:
<S>                                                          <C>          <C>      <C>   <C>          <C>      <C>
    Loans (1) (2) (3) (4) ................................   $5,359,976   90,737   6.87% $5,495,047   99,122   7.32%
    Investment securities (4) ............................      960,449    8,791   3.71     657,997    7,517   4.63
    Federal funds sold and other..........................      143,470      442   1.25      74,054      289   1.58
                                                             ----------  -------         ---------- --------
           Total interest-earning assets..................    6,463,895   99,970   6.27   6,227,098  106,928   6.96
                                                                         -------                    --------
Nonearning assets.........................................      722,369                     672,056
                                                             ----------                  ----------
           Total assets...................................   $7,186,264                   6,899,154
                                                             ==========                  ==========

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

Interest-bearing liabilities:
    Interest-bearing deposits:
       Interest-bearing demand deposits...................   $  840,434    1,673   0.81% $  660,288    1,672   1.03%
       Savings deposits...................................    2,167,440    6,786   1.27   1,913,728    9,169   1.94
       Time deposits of $100 or more......................      457,368    3,685   3.27     505,237    5,290   4.25
       Other time deposits (3)............................    1,691,225   12,194   2.92   1,829,492   18,881   4.19
                                                             ----------  -------         ---------- --------
           Total interest-bearing deposits................    5,156,467   24,338   1.91   4,908,745   35,012   2.89
    Short-term borrowings.................................      181,427      602   1.35     175,869      917   2.11
    Notes payable.........................................        3,919      136  14.07      46,063      349   3.07
    Guaranteed preferred debentures (3)...................      273,465    5,368   7.96     236,081    6,212  10.67
                                                             ----------  -------         ---------- --------
           Total interest-bearing liabilities.............    5,615,278   30,444   2.20   5,366,758   42,490   3.21
                                                                         -------                    --------
Noninterest-bearing liabilities:
    Demand deposits.......................................      927,147                     938,796
    Other liabilities.....................................      116,794                     142,829
                                                             ----------                  ----------
           Total liabilities..............................    6,659,219                   6,448,383
Stockholders' equity......................................      527,045                     450,771
                                                             ----------                  ----------
           Total liabilities and stockholders' equity.....   $7,186,264                  $6,899,154
                                                             ==========                  ==========
Net interest income.......................................                69,526                      64,438
                                                                         =======                    ========
Interest rate spread......................................                         4.07%                       3.75%
Net interest margin (5)...................................                         4.36                        4.20
                                                                                  =====                       =====
--------------------
(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 $363,000 and $316,000 for the three months ended March 31, 2003 and 2002,
     respectively.
(5)  Net interest margin is the ratio of net interest income (expressed on a tax-equivalent basis) to average
     interest-earning assets.
</TABLE>




<PAGE>


Provision for Loan Losses

         The  provision  for loan losses was $11.0 million and $13.0 million for
the three months ended March 31, 2003 and 2002,  respectively.  During the first
quarter of 2002, we experienced an increasing level of problem loans and related
loan  charge-offs  and past due loans  resulting  from the  economic  conditions
within  our  markets,  additional  problems  identified  in  two  acquired  loan
portfolios  and  continuing  deterioration  in the  portfolio  of  leases to the
airline  industry  necessitating  a higher  provision for loan losses than prior
periods.  While net loan  charge-offs  decreased  to $2.5  million for the three
months ended March 31, 2003, compared to $11.8 million for the comparable period
in 2002;  nonperforming assets at March 31, 2003 increased to $86.9 million from
$82.8  million at December  31,  2002 and $67.8  million at March 31,  2002.  In
recognition of this,  our allowance for loan losses  increased to $108.7 million
at March 31,  2003,  compared to $99.4  million at  December  31, 2002 and $99.7
million at March 31, 2002.  Management expects nonperforming assets to remain at
the higher levels  experienced  over the past year and considers 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 $31.6  million and $18.8  million for the three
months ended March 31, 2003 and 2002, respectively.  Noninterest income consists
primarily of service  charges on deposit  accounts and  customer  service  fees,
mortgage-banking  revenues,  net gain on sales of available-for-sale  investment
securities, net gains and losses on derivative instruments and other income.

         Service charges on deposit accounts and customer service fees were $8.6
million  and $6.5  million for the three  months  ended March 31, 2003 and 2002,
respectively.  We attribute the increase in service charges and customer service
fees to:

         >>    our acquisitions completed during 2002;

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

         >>    increased fee income resulting from revisions of customer service
               charge rates, effective July 1, 2002, 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 $10.7 million and
$5.2 million for the three  months ended March 31, 2003 and 2002,  respectively.
The increase  reflects the growth of our mortgage banking  activities as well as
continued  reductions in mortgage  loan rates,  resulting in high volumes of new
originations and refinancings.

         During  the three  months  ended  March 31,  2003,  we  recorded a $6.3
million gain on the exchange of 974,150 shares of our Allegiant common stock for
a 100% ownership in Bank of Ste. Genevieve as further discussed in Note 2 to our
consolidated financial statements.

         The net gain on derivative  instruments was $7,000 for the three months
ended March 31,  2003  compared  to a net loss of  $339,000  for the  comparable
period in 2002,  reflecting  changes in the fair value of our interest  rate cap
agreements and fair value hedges.

         Other  income was $4.8  million and $6.1  million for the three  months
ended March 31, 2003 and 2002,  respectively.  The  primary  components  of this
decrease were:

         >>    a decline of approximately $507,000 in loan servicing fees due to
               increased  amortization of mortgage servicing rights and a higher
               level of interest shortfall;

         >>    a gain of  approximately  $448,000  recorded in March 2002 on the
               sale  of  certain  operating  lease  equipment   associated  with
               equipment leasing activities that we acquired in conjunction with
               our acquisition of Bank of San Francisco in December 2000;

<PAGE>

         >>    a  decline  of  approximately   $156,000  in  brokerage   revenue
               primarily  associated with overall market conditions and customer
               demand;

         >>   a decline of approximately  $131,000 in rental income  associated
               with our commercial leasing activities; offset by

         >>    increased rental fees from First Services,  L.P. of approximately
               $272,000 for the use of data processing and other equipment owned
               by First Banks;

         >>    increased  portfolio   management  fee  income  of  approximately
               $165,000 associated our Institutional Money Management division;

         >>    an increase of  approximately  $147,000 in trust  department fees
               due to higher charges associated with management of accounts;

         >>    increased  earnings  associated  with our  international  banking
               products; and

         >>    our acquisitions completed during 2002.

Noninterest Expense

         Noninterest  expense was $59.7  million and $56.9 million for the three
months ended March 31, 2003 and 2002,  respectively.  The increase  reflects the
noninterest expense of our acquisitions completed during 2002 as well as general
increases in salaries and employee benefit expenses, occupancy and furniture and
equipment expenses,  legal,  examination and professional fees and other expense
offset by a decline in information technology fees and communications expenses.

         Salaries and employee benefits were $29.4 million and $27.3 million for
the three ended March 31, 2003 and 2002,  respectively.  We primarily  associate
the increase with our 2002  acquisitions,  higher  commissions  paid to mortgage
loan  originators due to continued higher loan volumes,  and staff  realignments
surrounding our core business  strategies.  However,  the increase also reflects
higher salary and employee benefit costs associated with employing and retaining
qualified personnel.

         Occupancy,  net of rental income,  and furniture and equipment  expense
totaled  $9.5 million and $8.8 million for the three months ended March 31, 2003
and 2002, respectively. We primarily attribute the increase to our acquisitions,
technology  expenditures  for equipment,  the relocation of certain branches and
operational  areas,  increased  depreciation  expense  associated  with  capital
expenditures and the continued expansion and renovation of various corporate and
branch offices.

         Information  technology fees were $8.0 million and $8.1 million for the
three  months  ended  March  31,  2003 and  2002,  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 decline in fees to expenses  associated
with the data  processing  conversions  of  acquisitions  completed in the first
quarter of 2002 offset by growth and technological  advancements consistent with
our  product  and  service  offerings,   continued  expansion  and  upgrades  to
technological equipment, networks and communication channels.

         Legal,  examination  and  professional  fees were $1.6 million and $1.5
million for the three  months  ended March 31, 2003 and 2002,  respectively.  We
primarily  attribute  the increase in these fees to 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 particularly related to acquired entities.

         Amortization   of   intangibles   associated   with  the   purchase  of
subsidiaries was $532,000 and $482,000 for the three months ended March 31, 2003
and  2002,  respectively.  The  increase  is due to  goodwill  and core  deposit
intangibles associated with our 2002 acquisitions.
<PAGE>

         Other  expense was $7.4  million and $6.9  million for the three months
ended March 31, 2003 and 2002, respectively.  Other expense encompasses numerous
general and administrative  expenses including travel,  meals and entertainment,
insurance,   freight  and  courier   services,   correspondent   bank   charges,
miscellaneous  losses and recoveries,  memberships and  subscriptions,  transfer
agent fees and sales taxes. Included in other expense for the three months ended
March 31,  2003 and 2002 were  write-downs  of $1.1  million  and $1.3  million,
respectively,  on two operating  leases  associated with our commercial  leasing
business.  We attribute  the  majority of the increase in other  expense for the
three months ended March 31, 2003 to:

         >>    increased  other  real  estate   expenditures  of   approximately
               $832,000 primarily associated with the operation of a residential
               and recreational  development  property transferred to other real
               estate in January 2003;

         >>    expenses associated with our acquisitions  completed during 2002;
               and

         >>    continued growth and expansion of our banking franchise.

Provision for Income Taxes

         The  provision  for income taxes was $11.1 million and $4.8 million for
the three months ended March 31, 2003 and 2002, representing an effective income
tax rate of 36.8% and 36.4%, respectively.  The increase in the effective income
tax rate reflects an increase in the amount of our state tax liability.

                          Interest Rate Risk Management
<TABLE>
<CAPTION>

         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 instruments we
hold are summarized as follows:

                                                                     March 31, 2003             December 31, 2002
                                                                -----------------------      -----------------------
                                                                 Notional       Credit       Notional       Credit
                                                                  Amount       Exposure       Amount       Exposure
                                                                  ------       --------       ------       --------
                                                                            (dollars expressed in thousands)

<S>                                                             <C>              <C>        <C>               <C>
         Cash flow hedges.....................................  $1,050,000       2,299      1,050,000         2,179
         Fair value hedges....................................     326,200       8,976        301,200        11,449
         Interest rate cap agreements.........................     450,000          27        450,000            94
         Interest rate lock commitments.......................     126,000          --         89,000            --
         Forward commitments to sell
             mortgage-backed securities.......................     259,000          --        235,000            --
                                                                ==========      ======      =========        ======
</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, 2003 and 2002, the net interest
income  realized on our derivative  financial  instruments was $15.0 million and
$11.2 million,  respectively.  The increase is primarily due to interest  income
associated with the additional swap agreements  entered into during May and June
2002 as well as the  decline in  prevailing  interest  rates.  In  addition,  we
realized a net gain on derivative instruments,  which is included in noninterest
income,  of $7,000 for the three months ended March 31, 2003,  compared to a net
loss of $339,000 for the comparable  period in 2002,  which reflects  changes in
the fair value of our interest rate cap agreements and fair value hedges.

     Cash Flow Hedges

         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 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.  The
underlying hedged assets are certain loans within our commercial loan portfolio.
The swap agreements, which have been designated as cash flow hedges, provide for

<PAGE>

us to receive a fixed rate of interest  and pay an  adjustable  rate of interest
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.  The amount receivable by us under the swap agreements was $3.2 million
and $3.1 million at March 31, 2003 and December 31, 2002, respectively,  and the
amount payable by us was $860,000 at March 31, 2003 and $888,000 at December 31,
2002, 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, 2003 and December 31, 2002 were as follows:
<TABLE>
<CAPTION>

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

         March 31, 2003:
<S>                                                            <C>               <C>           <C>       <C>
             March 14, 2004..................................  $  150,000        1.45%         3.93%     $   3,656
             September 20, 2004..............................     600,000        1.55          6.78         44,375
             March 21, 2005..................................     200,000        1.43          5.24         13,280
             April 2, 2006...................................     100,000        1.43          5.45          9,017
                                                               ----------                                ---------
                                                               $1,050,000        1.50          5.95      $  70,328
                                                               ==========       =====         =====      =========

         December 31, 2002:
             March 14, 2004..................................  $  150,000        1.45%         3.93%     $   4,130
             September 20, 2004..............................     600,000        1.55          6.78         48,891
             March 21, 2005..................................     200,000        1.43          5.24         13,843
             April 2, 2006...................................     100,000        1.43          5.45          9,040
                                                               ----------                                ---------
                                                               $1,050,000        1.50          5.95      $  75,904
                                                               ==========       =====         =====      =========
</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  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 underlying hedged
               liabilities  are a portion of our other time deposits.  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, 2003 and December 31, 2002,
               respectively,  and  the  amount  payable  by us  under  the  swap
               agreements  was  $632,000  and  $821,000  at March  31,  2003 and
               December 31, 2002, respectively.

         >>    During May 2002, we entered into $55.2 million notional amount of
               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 plus
               2.30%.  During June 2002, we entered into $86.3 million and $46.0
               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 of interest equivalent to the
               three-month  London Interbank Offering Rate plus 2.75% and 1.97%,
               respectively.  In addition,  on March 31,  2003,  we entered into
               $25.0 million  notional  amount of 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 plus 2.55%. The underlying hedged
               liabilities are a portion of our guaranteed  preferred beneficial
               interests in our subordinated  debentures.  The terms of the swap
               agreements  provide  for  us to pay  and  receive  interest  on a
               quarterly basis.  There were no amounts  receivable or payable by
               us at March 31,  2003 or December  31,  2002.  The $86.3  million
               notional  amount  interest rate swap  agreement was called by its
               counterparty  in November 2002  resulting in final  settlement of
               this swap agreement in December 2002.


<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, 2003 and December 31, 2002 were as follows:
<TABLE>
<CAPTION>

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

         March 31, 2003:
<S>                                                             <C>              <C>           <C>        <C>
             January 9, 2004..................................  $  50,000        1.39%         5.37%      $  1,587
             January 9, 2006..................................    150,000        1.39          5.51         13,476
             June 30, 2028....................................     46,000        3.77          8.50            327
             December 31, 2031................................     55,200        3.70          9.00          4,646
             March 20, 2033...................................     25,000        3.84          8.10           (256)
                                                                ---------                                 --------
                                                                $ 326,200        2.30          6.70       $ 19,780
                                                                =========       =====         =====       ========

         December 31, 2002:
             January 9, 2004..................................  $  50,000        1.76%         5.37%      $  1,972
             January 9, 2006..................................    150,000        1.76          5.51         13,476
             June 30, 2028....................................     46,000        3.77          8.50            495
             December 31, 2031................................     55,200        4.10          9.00          4,688
                                                                ---------                                 --------
                                                                $ 301,200        2.49          6.58       $ 20,631
                                                                =========       =====         =====       ========
</TABLE>

    Interest Rate Cap Agreements

         In  conjunction  with the interest rate swap  agreements  designated as
cash flow hedges that mature on September  20, 2004, 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, 2003 and December 31, 2002,  the carrying
value of these  interest  rate cap  agreements,  which is included in derivative
instruments  in the  consolidated  balance  sheets,  was  $27,000  and  $94,000,
respectively.

Pledged Collateral

         At March 31, 2003 and  December  31,  2002,  we had pledged  investment
securities  available  for  sale  with a  carrying  value  of  $5.8  million  in
connection  with our interest rate swap  agreements.  In addition,  at March 31,
2003, and December 31, 2002, we had accepted,  as collateral in connection  with
our interest  rate swap  agreements,  cash of $89.8  million and $99.1  million,
respectively.  We are  permitted by contract to sell or repledge the  investment
securities held as collateral  from our  counterparties,  however,  at March 31,
2003 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  bank.  Interest  and fees on loans were 91.0% and
92.9% of total  interest  income for the three  months  ended March 31, 2003 and
2002,  respectively.  Total loans, net of unearned discount,  decreased to $5.37
billion, or 74.3% of total assets, at March 31, 2003, compared to $5.43 billion,
or 74.0% of total assets, at December 31, 2002.  Exclusive of our acquisition of
Bank of Ste. Genevieve, which provided loans, net of unearned discount, of $42.9
million,  loans decreased  $104.0 million at March 31, 2003 compared to December
31, 2002. The decrease primarily results from:

         >>    weaker  loan  demand  from  our  commercial  customers,  which is
               indicative of the current  economic  conditions  prevalent within
               most of our markets;
<PAGE>


         >>    declines in our commercial,  financial and agricultural portfolio
               due to an  anticipated  amount of attrition  associated  with our
               acquisitions completed during 2002;

         >>    continued  declines in our lease financing  portfolio  consistent
               with the  discontinuation  of the  operations  of  First  Capital
               Group, Inc. during 2002, the transfer of all responsibilities for
               the  existing  portfolio  to a new  leasing  staff in St.  Louis,
               Missouri and a change in our overall business strategy focus with
               respect to leasing activities;

         >>    continued  declines in our  consumer  and  installment  portfolio
               reflecting  reductions  in new loan volumes and the  repayment of
               principal on our existing portfolio; and

         >>    a decline of  approximately  $64.0 million in loans held for sale
               resulting  primarily  from the  timing of sales in the  secondary
               mortgage market.

          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,
                                                                                      2003            2002
                                                                                      ----            ----
                                                                                (dollars expressed in thousands)

         Commercial, financial and agricultural:
<S>                                                                               <C>                 <C>
              Nonaccrual.....................................................    $    19,010          15,787
         Real estate construction and development:
              Nonaccrual.....................................................          9,465          23,378
         Real estate mortgage:
          One-to-four family residential:
              Nonaccrual.....................................................         19,694          14,833
              Restructured terms.............................................             14              15
          Multi-family residential loans:
              Nonaccrual.....................................................            724             772
          Commercial real estate loans:
              Nonaccrual.....................................................          8,191           8,890
              Restructured terms.............................................             --           1,907
          Lease financing:
              Nonaccrual.....................................................         13,300           8,723
          Consumer and installment:
              Nonaccrual.....................................................            655             860
                                                                                 -----------      ----------
                  Total nonperforming loans..................................         71,053          75,165
         Other real estate...................................................         15,857           7,609
                                                                                 -----------      ----------
                  Total nonperforming assets.................................    $    86,910          82,774
                                                                                 ===========      ==========

         Loans, net of unearned discount.....................................    $ 5,371,458       5,432,588
                                                                                 ===========      ==========

         Loans past due 90 days or more and still accruing...................    $     6,099           4,635
                                                                                 ===========      ==========

         Ratio of:
              Allowance for loan losses to loans.............................           2.02%           1.83%
              Nonperforming loans to loans...................................           1.32            1.38
              Allowance for loan losses to nonperforming loans...............         152.98          132.29
              Nonperforming assets to loans and other real estate............           1.61            1.52
                                                                                 ===========      ==========
</TABLE>

         Nonperforming  loans,  consisting  of loans on  nonaccrual  status  and
certain  restructured loans, were $71.1 million at March 31, 2003, in comparison
to $75.2 million at December 31, 2002.  Loan  charge-offs  were $8.7 million for
the three  months  ended  March 31, 2003 and $16.4  million  for the  comparable
period  in  2002,  reflecting  the  general  slowdown  in  economic  conditions.
Consistent with the general  economic slow down  experienced  within our primary
markets,  we anticipate that the higher trends in  nonperforming  and delinquent
loans and  charge-offs  will  continue  in the near  future.  Other real  estate
increased  $8.2  million to $15.9  million at March 31,  2003  compared  to $7.6
million at December 31, 2002  primarily  due to the addition of a $10.0  million
residential and  recreational  development  property that had previously been on
nonaccrual status due to significant financial difficulties,  inadequate project
financing, project delays and weak project management.
<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 by
risk rating.  These are coupled with  analyses of changes in the risk profile of
the portfolio,  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 level of risk in the  portfolio.  Factors
are applied to the loan portfolio for each category of loan risk to determine an
acceptable level of allowance for loan losses.  We derive these factors from our
actual  loss  experience  and from  published  national  surveys of norms in the
industry.  The calculated  allowance required for the portfolio is then compared
to the actual  allowance  balance  to  determine  the  provisions  necessary  to
maintain  the  allowance  at  an  appropriate  level.  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.

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

                                                                                           Three Months Ended
                                                                                                 March 31,
                                                                                           ---------------------
                                                                                           2003             2002
                                                                                           ----             ----
                                                                                     (dollars expressed in thousands)

<S>                                                                                       <C>             <C>
         Allowance for loan losses, beginning of period...............................    $  99,439       97,164
         Acquired allowances for loan losses..........................................          757        1,366
                                                                                          ---------      -------
                                                                                            100,196       98,530
         Loans charged-off............................................................       (8,737)     (16,408)
         Recoveries of loans previously charged-off...................................        6,237        4,561
                                                                                          ---------      -------
         Net loan charge-offs.........................................................       (2,500)     (11,847)
                                                                                          ---------      -------
         Provision for loan losses....................................................       11,000       13,000
                                                                                          ---------      -------
         Allowance for loan losses, end of period.....................................    $ 108,696       99,683
                                                                                          =========      =======
</TABLE>
                                    Liquidity

         Our liquidity and the liquidity of our  subsidiary  bank 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 bank
receives 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 Bank and  other  borrowings,  including  our  revolving  credit  line.  The
aggregate  funds  acquired  from these  sources  were $621.9  million and $742.5
million at March 31, 2003 and December 31, 2002, 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 note payable, at March 31, 2003:
<TABLE>
<CAPTION>

                                                               Certificates of Deposit      Other
                                                                 of $100,000 or More     Borrowings         Total
                                                                 -------------------     ----------         -----
                                                                          (dollars expressed in thousands)

<S>                                                                  <C>                  <C>               <C>
         Three months or less.....................................   $   143,196          169,343           312,539
         Over three months through six months.....................        91,298               --            91,298
         Over six months through twelve months....................        72,634            5,000            77,634
         Over twelve months.......................................       131,852            8,548           140,400
                                                                     -----------        ---------         ---------
              Total...............................................   $   438,980          182,891           621,871
                                                                     ===========        =========         =========
</TABLE>
<PAGE>
         In  addition  to  these  sources  of  funds,  our  subsidiary  bank has
established  a  borrowing  relationship  with the  Federal  Reserve  Bank.  This
borrowing  relationship,  which is  secured by  commercial  loans,  provides  an
additional liquidity facility that may be utilized for contingency  purposes. At
March 31, 2003 and December 31, 2002,  the borrowing  capacity of our subsidiary
bank under the agreement was  approximately  $389.7  million and $1.22  billion,
respectively.  In addition, our subsidiary bank's borrowing capacity through its
relationship  with the Federal Home Loan Bank was  approximately  $184.7 million
and $223.6  million at March 31, 2003 and December 31, 2002,  respectively.  The
decline in these  borrowing  capacities at March 31, 2003 is attributable to the
merger of our wholly owned bank subsidiaries, First Bank and First Bank & Trust,
on March 31, 2003,  which  created a temporary  reduction in borrowing  capacity
necessitated  by the movement of the pledged assets to the  appropriate  Federal
Reserve Bank and Federal Home Loan Bank governing the combined entity.  At April
30, 2003, our subsidiary bank's borrowing capacity with the Federal Reserve Bank
was $1.42 billion,  reflecting completion of the movement of the pledged assets.
Exclusive of the Federal Home Loan Bank  advances  outstanding  of $15.5 million
and $14.0  million at March 31, 2003 and December 31,  2002,  respectively,  our
subsidiary bank had no amounts  outstanding  under either of these agreements at
March 31, 2003 and December 31, 2002.

         In addition  to our owned  banking  facilities,  we have  entered  into
long-term leasing  arrangements to support our ongoing activities.  The required
payments under such  commitments and other  obligations at March 31, 2003 are as
follows:
<TABLE>
<CAPTION>

                                                                             Over 1 Year
                                                              Less than     But Less Than     Over
                                                               1 Year          5 Years       5 Years       Total
                                                               ------          -------       -------       -----
                                                                          (dollars expressed in thousands)

<S>                                                         <C>                <C>           <C>             <C>
         Operating leases.................................  $     6,669        22,126        21,708          50,503
         Certificates of deposit..........................    1,430,295       703,864           460       2,134,619
         Guaranteed preferred beneficial interest
              in subordinated debentures..................           --            --       294,624         294,624
         Federal Home Loan Bank advances..................        7,000         6,000         2,548          15,548
                                                            ===========      ========      ========      ==========
</TABLE>

         Management  believes the available  liquidity and operating  results of
our subsidiary bank 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, First America Capital Trust, First
Preferred  Capital  Trust II,  First  Preferred  Capital  Trust III,  First Bank
Capital Trust and First Bank Statutory Trust.


<PAGE>



                       Effects of New Accounting Standards

         In June 2002, the Financial Accounting Standards Board, or FASB, issued
SFAS No. 146-- Accounting for Costs Associated with Exit or Disposal Activities.
SFAS No. 146 nullifies  Emerging  Issues Task Force,  or EITF,  Issue No. 94-3--
Liability  Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity  (including Certain Costs Incurred in a Restructuring).  The
provisions of SFAS No. 146 are effective  for exit or disposal  activities  that
are initiated after December 31, 2002,  with early  application  encouraged.  On
January 1, 2003,  we  implemented  SFAS No.  146,  which did not have a material
effect on our consolidated financial statements.

         In  November  2002,  the FASB  issued  FASB  Interpretation  No.  45 --
Guarantor's  Accounting and Disclosure  Requirements  for Guarantees,  Including
Indirect  Guarantees  of  Indebtedness  of  Others,  an  interpretation  of FASB
Statements No. 5, 57, and 107 and rescission of FASB Interpretation No. 34. This
interpretation  elaborates on the  disclosures  to be made by a guarantor in its
interim and annual  financial  statements  about its  obligations  under certain
guarantees that it has issued. It also clarifies that a guarantor is required to
recognize,  at the  inception of a guarantee,  a liability for the fair value of
the obligation undertaken in issuing the guarantee.  The initial recognition and
measurement  provisions of this  Interpretation  are applicable on a prospective
basis to guarantees issued or modified after December 31, 2002,  irrespective of
the guarantor's fiscal year-end.  The disclosure  requirements are effective for
financial  statements  of interim or annual  periods  ending after  December 15,
2002. We have  implemented the  requirements of FASB  Interpretation  No. 45 and
determined  they did not have a material  effect on our  consolidated  financial
statements other than the additional disclosure requirements.

         On April  30,  2003,  the FASB  issued  SFAS No.  149 --  Amendment  of
Statement 133 on Derivative  Instruments  and Hedging  Activities.  SFAS No. 149
amends  and  clarifies   financial   accounting  and  reporting  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts,  and for  hedging  activities  under  SFAS No.  133.  SFAS No. 149 is
effective for contracts  entered into or modified  after June 30, 2003,  and for
hedging relationships designated after June 30, 2003. All provisions of SFAS No.
149  should  be  applied   prospectively.   We  are  currently   evaluating  the
requirements of SFAS No. 149 and do not believe they will have a material effect
on our consolidated financial statements.


<PAGE>


       ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         At December 31, 2002, our risk management  program's  simulation  model
indicated a loss of projected  net interest  income in the event of a decline in
interest  rates.  We are  "asset-sensitive,"  indicating  that our assets  would
generally reprice with changes in rates more rapidly than our liabilities. 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  7.3% of net interest income,  based on
assets and  liabilities at December 31, 2002. At March 31, 2003, 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  income
associated  with our  interest  rate swap  agreements  offset by  reductions  in
prevailing  interest  rates  throughout  2002,  is reflected in our net interest
margin for the three months  ended March 31, 2003 as compared to the  comparable
period in 2002 and further discussed under "--Results of Operations." During the
three  months  ended March 31, 2003,  our  asset-sensitive  position and overall
susceptibility to market risks have not changed materially.




<PAGE>


                        ITEM 4 - CONTROLS AND PROCEDURES

         Within the 90-day  period prior to the filing date of this report,  our
Chief Executive  Officer and Chief Financial Officer evaluated the effectiveness
of our  "disclosure  controls and procedures" (as defined in rules 13a-14(c) and
15d-14(c) under the Securities  Exchange Act of 1934) and concluded on the basis
of the  evaluation  that,  as of the  date of such  evaluation,  our  disclosure
controls and procedures were effective.  There have been no significant  changes
in  internal  controls  or in other  factors  that  could  significantly  affect
internal controls subsequent to the date of that evaluation.



<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
     --------------                          -----------

        10.11         Indenture  between First Banks, Inc., as Issuer, and U. S.
                      Bank  National Association as  Trustee,  dated as of March
                      20,  2003 (incorporated  herein by  reference  to  Exhibit
                      10.6  to  Amendment  No. 4 to  the Company's  Registration
                      Statement  on  Form S-2,  File No. 333-102549, dated March
                      24, 2003).

        10.12         Amended  and  Restated  Declaration o f Trust by and among
                      U.S. Bank National  Association, as Institutional Trustee,
                      First  Banks,  Inc.,  as  Sponsor,  and  Allen  H.  Blake,
                      Terrance   M.   McCarthy   and   Lisa  K.  Vansickle,   as
                      Administrators,  dated as of March 20, 2003  (incorporated
                      herein by  reference to Exhibit 10.7 to Amendment No. 4 to
                      the  Company's  Registration  Statement  on Form S-2, File
                      No. 333-102549, dated March 24, 2003).

        10.13         Guarantee Agreement by and between First  Banks,  Inc. and
                      U.S. Bank  National Association,  dated as  of  March  20,
                      2003 (incorporated herein by reference  to Exhibit 10.8 to
                      Amendment No. 4 to the Company's Registration Statement on
                      Form S-2, File No. 333-102549, dated March 24, 2003).

        10.14         Placement  Agreement  by  and  among  First  Banks,  Inc.,
                      First Bank Statutory  Trust and SunTrust Capital  Markets,
                      Inc., dated as of  March 20, 2003 (incorporated  herein by
                      reference  to  Exhibit  10.9   to  Amendment  No. 4 to the
                      Company's  Registration  Statement on   Form S-2, File No.
                      333-102549, dated March 24, 2003).

        10.15         Junior Subordinated  Debenture of First Banks, Inc., dated
                      as of  March 20, 2003 (incorporated herein by reference to
                      Exhibit 10.10   to   Amendment  No. 4  to  the   Company's
                      Registration  Statement on  Form S-2, File No. 333-102549,
                      dated March 24, 2003).

        10.16         Capital  Securities  Subscription  Agreement  by and among
                      First Bank Statutory  Trust,  First  Banks,  Inc.  and STI
                      Investment   Management,  Inc., dated as of March 20, 2003
                      (incorporated  herein  by  reference  to  Exhibit 10.11 to
                      Amendment No. 4 to the Company's Registration Statement on
                      Form S-2, File No.  333-102549,  dated March 24, 2003).

        10.17         Common Securities  Subscription  Agreement  by and between
                      First Bank  Statutory  Trust and First Banks,  Inc., dated
                      as of March 20, 2003 (incorporated  herein by reference to
                      Exhibit  10.12   to   Amendment  No. 4  to  the  Company's
                      Registration Statement on Form S-2,  File No.  333-102549,
                      dated March 24, 2003).

        10.18         Debenture  Subscription  Agreement  by  and  between First
                      Banks, Inc. and First Bank  Statutory  Trust, dated  as of
                      March 20,  2003   (incorporated  herein  by  reference  to
                      Exhibit  10.13   to  Amendment  No. 4  to   the  Company's
                      Registration  Statement  on Form S-2, File No. 333-102549,
                      dated March 24, 2003).

        10.19         Service Agreement by and between First Services,  L.P. and
                      First Bank,  dated  December 30, 2002 - filed herewith.

        99.1          Certification of Periodic Report - Chief Executive officer
                      and  Chief  Financial  Officer - filed  herewith.

(b)     We filed a current report on Form 8-K on January 3, 2003.  Item 5 of the
        report references  a press release announcing completion on December 31,
        2002  of  the  buyout  of the publicly held common shares of First Banks
        America, Inc.


<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 14, 2003                    By: /s/ Allen H. Blake
                                   ---------------------------------------------
                                        Allen H. Blake
                                        President, Chief Executive Officer and
                                        Chief Financial Officer
                                        (Principal Executive Officer and
                                        Principal Financial and
                                        Accounting Officer)


<PAGE>


                                  CERTIFICATION
                       REQUIRED BY RULES 13A-14 AND 15D-14
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, Allen H. Blake, certify that:

1.   I have reviewed  this  quarterly  report on Form 10-Q of First Banks,  Inc.
     (the "registrant");

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "evaluation date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the evaluation date.

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: May 14, 2003
                                FIRST BANKS, INC.



                                By: /s/ Allen H. Blake
                                    --------------------------------------------
                                        Allen H. Blake
                                        President, Chief Executive Officer and
                                        Chief Financial Officer
                                        (Principal Executive Officer and
                                        Principal Financial and Accounting
                                        Officer)

<PAGE>

                                                                   Exhibit 99.1



                        CERTIFICATION OF PERIODIC REPORT


         I,  Allen H.  Blake,  President,  Chief  Executive  Officer  and  Chief
Financial  Officer of First Banks,  Inc.  (the  Company),  certify,  pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

         (1) the Quarterly  Report on Form 10-Q of the Company for the quarterly
period ended March 31, 2003 (the Report) fully complies with the requirements of
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2) the  information  contained in the Report fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.


Dated:  May 14, 2003                    /s/  Allen H. Blake
                                        ----------------------------------------
                                             Allen H. Blake
                                             President, Chief Executive Officer
                                             and Chief Financial Officer