UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              450 5TH STREET, N.W.
                             WASHINGTON, D. C. 20549



                                   FORM 10-QSB

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

                  For the quarterly period ended June 30, 1999
                                                 _____________

                                       OR

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

For the transition period from _____ to _____        Commission File No. 0-23571

                            PROGRESSIVE BANCORP, INC.
              _____________________________________________________
             (Exact name of registrant as specified in its charter)


           Delaware                                      36-4178818
_______________________________             ____________________________________
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

601-617 Court Street, Pekin, Illinois                     61554
_____________________________________                _______________
(Address of principal executive office)                 (Zip Code)


Registrant's telephone number, including area code (309)-347-5101
                                                   ______________

Not applicable
________________________________________________________________
(Former name,  former address and former fiscal year, if changed
since last report)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  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 the  issuer's  classes of common
stock, as of the latest practicable date.



                 Class                              Outstanding at June 30, 1999
_____________________________________                 __________________________
Common Stock, par value $.01 per share                      174,473


<PAGE>


                                    PROGRESSIVE BANCORP, INC. AND SUBSIDIARIES



                                                       INDEX


<TABLE>
<CAPTION>
                                                                                                              Page
PART I.   FINANCIAL INFORMATION

         Item 1.      Financial Statements

<S>                                                                                                             <C>
                      Condensed Consolidated Balance Sheets as of June 30, 1999
                           (Unaudited) and September 30, 1998....................................................1

                      Condensed  Consolidated  Statements of Income  (Unaudited)
                           for the Three months ended June 30, 1999 and 1998
                           and the Nine months ended June 30, 1999 and 1998......................................2

                      Condensed   Consolidated    Statements   of   Cash   Flows
                           (Unaudited)  for the Three months ended June 30, 1999
                           and 1998 and the Nine months ended June 30, 1999 and 1998.............................4

                      Notes to Condensed Consolidated Financial Statements.......................................6

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


PART II.  OTHER INFORMATION.....................................................................................13
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

                                           PART I. FINANCIAL INFORMATION

                                           Item 1. Financial Statements

                                    PROGRESSIVE BANCORP, INC. AND SUBSIDIARIES
                                       CONDENSED CONSOLIDATED BALANCE SHEETS
                                         (In Thousands, Except Share Data)

                                                                                   June 30,
                                                                                     1999           September 30,
                                                                                  (Unaudited)           1998
                                                                                ______________     ______________
                                                      ASSETS
<S>                                                                                    <C>               <C>
Cash and amounts due from banks                                                   $    1,395        $    1,639
Interest-bearing deposits                                                              3,568             2,308
Money market investments and investment securities:
     Held-to-maturity, at amortized cost (estimated fair
         value of $1,628 and $4,299, respectively)                                     1,606             4,235
     Available-for-sale, at fair value                                                11,598             6,827
Mortgage-backed securities:
     Held-to-maturity, at amortized cost (estimated fair
         value of $1,135 and $3,215, respectively)                                     1,134             3,183
     Available-for-sale, at fair value                                                 9,241             4,484
Loans receivable, net of allowance for loan loss of
     $238 and $228, respectively                                                      61,256            61,999
Other assets                                                                           1,972             2,577
                                                                                 -----------         ---------


TOTAL ASSETS                                                                      $   91,770        $   87,252
                                                                                  ==========        ==========



                                       LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                                          $   75,240        $   69,791
Borrowed funds                                                                         9,500             9,500
Accrued expenses and other liabilities                                                   661             1,308
                                                                                  ----------        ----------

                  Total liabilities                                                   85,401            80,599
                                                                                  ----------        ----------

Stockholders' equity:
     Serial preferred stock, $.10 par value, 50,000 shares
         authorized, no shares issued and outstanding                                     -                 -
     Common stock, $.01 par value, 250,000 shares
         authorized, 174,473 shares issued                                                 2                 2
     Paid-in surplus                                                                   1,430             1,430
     Retained earnings, substantially restricted                                       6,574             6,452
     Net unrealized gain (loss) on available-for-sale
         securities, net of taxes                                                       (337)               69
                                                                                  ----------        ----------
                                                                                       7,669             7,953
     Treasury stock, 25,000 shares at cost                                            (1,300)           (1,300)
                                                                                  ----------        ----------

                  Total stockholders' equity                                           6,369             6,653
                                                                                  ----------        ----------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                        $   91,770        $   87,252
                                                                                  ==========        ==========

</TABLE>


     See accompanying notes to condensed consolidated financial statements.

                                       1

<PAGE>


<TABLE>
<CAPTION>

                                    PROGRESSIVE BANCORP, INC. AND SUBSIDIARIES
                                    CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (In Thousands, Except Income Per Share Data)

                                                    (Unaudited)

                                                                     Three Months Ended              Nine Months Ended
                                                                          June 30,                       June 30,
                                                                ----------------------------   ---------------------------
                                                                     1999           1998           1999            1998
                                                                     ----           ----           ----            ----
INTEREST INCOME
     Loans receivable:
<S>                                                             <C>             <C>            <C>            <C>
         First mortgage loans                                   $        933    $        909   $      2,816   $      2,701
         Other loans                                                     276             284            847            851
     Mortgage-backed securities                                          125             119            344            373
     Interest-bearing deposits                                            63              26            173            116
     Money market investments and
         investment securities                                           202             219            546            622
                                                                ------------    ------------   ------------   ------------

              Total interest income                                    1,599           1,557          4,726          4,663
                                                                ------------    ------------   ------------   ------------

INTEREST ON DEPOSITS                                                     894             842          2,651          2,571
INTEREST ON BORROWED FUNDS                                               132             141            401            380
                                                                ------------    ------------   ------------   ------------

              Total interest expense                                   1,026             983          3,052          2,951
                                                                ------------    ------------   ------------   ------------

              Net interest income                                        573             574          1,674          1,712

PROVISION FOR LOAN LOSSES                                                  4               4             13             10
                                                                ------------    ------------   ------------   ------------

              Net interest income after provision
                  for loan losses                                        569             570          1,661          1,702
                                                                ------------    ------------   ------------   ------------

NONINTEREST INCOME
     Travel agency fees                                                  767             850          2,348          2,624
     Net gain on sales of securities available-
         for-sale                                                          3               -              3             32
     Net gain on sales of loans held-for-sale                             19              20             19             79
     Loan origination fees                                                33              38             94            103
     Other                                                                83              82            239            244
                                                                ------------    ------------   ------------   ------------

              Total noninterest income                                   905             990          2,703          3,082
                                                                ------------    ------------   ------------   ------------

NONINTEREST EXPENSE
     Travel agency cost of sales                                         744             805          2,253          2,494
     Compensation and benefits                                           260             228            785            692
     Other operating expenses                                            227             236            819            682
                                                                ------------    ------------   ------------   ------------

              Total noninterest expense                                1,231           1,269          3,857          3,868
                                                                ------------    ------------   ------------   ------------

</TABLE>
                                       2
<PAGE>
<TABLE>
<CAPTION>

                                    PROGRESSIVE BANCORP, INC. AND SUBSIDIARIES
                                    CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (In Thousands, Except Income Per Share Data)

                                                    (Unaudited)


                                                                     Three Months Ended              Nine Months Ended
                                                                          June 30,                       June 30,
                                                                ----------------------------   ---------------------------
                                                                     1999           1998           1999            1998
                                                                     ----           ----           ----            ----
<S>                                                             <C>             <C>            <C>            <C>
              Income before income taxes and
                  cumulative effect of change
                  in accounting principle                       $        243    $        291   $        507   $        916


INCOME TAXES                                                              88             110            182            344
                                                                ------------    ------------   ------------   ------------

              Income before cumulative effect
                  of change in accounting
                  principle                                              155             181            325            572


CUMULATIVE EFFECT ON PRIOR
     YEARS (TO SEPTEMBER 30, 1998)
     OF EXPENSING ORGANIZATIONAL
     COSTS AS INCURRED, NET OF
     INCOME TAXES OF $21                                                  -               -              33             -
                                                                ------------    ------------   ------------   ------------


NET INCOME                                                           $   155    $        181    $       292   $        572
                                                                ============    ============   ============   ============


BASIC INCOME PER SHARE
     Before cumulative effect of accounting
         change                                                 $       1.03    $       1.18   $       2.17   $       3.50
     Accounting change                                                    -               -             .22             -
                                                                ------------    ------------   ------------   ------------

     Basic income per share                                     $       1.03    $       1.18   $       1.95   $       3.50
                                                                ============    ============   ============   ============


DILUTED INCOME PER SHARe
     Before cumulative effect of accounting
         change                                                 $       1.00    $       1.12   $       2.10   $       3.30
     Accounting change                                                    -               -             .21             -
                                                                ------------    ------------   ------------   ------------

     Diluted income per share                                   $       1.00    $       1.12   $       1.89   $       3.30
                                                                ============    ============   ============   ============


WEIGHTED AVERAGE NUMBER OF
     COMMON SHARES OUTSTANDING
     Basic                                                           149,473         154,288        149,473        163,547
                                                                ============    ============   ============   ============

     Diluted                                                         154,179         161,700        154,382        173,111
                                                                ============    ============   ============   ============
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>

                                    PROGRESSIVE BANCORP, INC. AND SUBSIDIARIES
                                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                  (In Thousands)

                                                    (Unaudited)


                                                                         Three Months Ended            Nine Months Ended
                                                                              June 30,                     June 30,
                                                                      ------------------------      ----------------------
                                                                         1999         1998             1999         1998
                                                                         ----         ----             ----         ----
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                    <C>          <C>             <C>           <C>
     Net cash provided by (used in) operating activities               $     202    $    (102)      $     245     $    474
                                                                       ---------    ---------       ---------     --------


CASH FLOWS FROM INVESTING ACTIVITIES
     Principal received on mortgage-backed securities                        635          751           2,775        1,882
     Proceeds from the maturity of investment securities                   1,500        1,000           8,000        2,500
     Proceeds from sale of investment securities available-
         for-sale                                                            503           -              503        1,025
     Purchase of investment securities                                    (4,113)        (516)        (11,049)      (4,650)
     Purchase of mortgage-backed securities                               (3,640)        (515)         (5,662)      (1,017)
     Net (increase) decrease in loans receivable                             957       (1,158)            639       (2,370)
     Other                                                                    -            18              (4)           1
                                                                       ---------    ---------       ---------     --------

                  Net cash used in investing activities                   (4,158)        (420)         (4,798)      (2,629)
                                                                       ---------    ---------       ---------     --------

CASH FLOWS FROM FINANCING ACTIVITIES
     Net increase (decrease) in deposits                                   1,982          269           5,449         (753)
     Proceeds from FHLB advances                                              -         1,000              -         2,500
     Payments to acquire treasury stock                                       -        (1,300)             -        (1,300)
     Other                                                                  (301)        (314)            120           33
                                                                       ---------    ---------       ---------     --------

                  Net cash provided by (used in)
                      financing activities                                 1,681         (345)          5,569          480
                                                                       ---------    ---------       ---------     --------

NET INCREASE (DECREASE) IN CASH AND
     CASH EQUIVALENTS                                                     (2,275)        (867)          1,016       (1,675)

Cash and cash equivalents at
     beginning of period                                                   7,238        4,160           3,947        4,968
                                                                       ---------    ---------       ---------     --------

CASH AND CASH EQUIVALENTS AT
     END OF PERIOD                                                     $   4,963    $   3,293       $   4,963    $   3,293
                                                                       =========    =========       =========    =========

SUPPLEMENTAL  DISCLOSURES OF CASH FLOW  INFORMATION
Cash paid during the periods
     for:
         Interest on deposits and borrowed funds                       $   1,027    $     979       $   3,054     $  2,941
                                                                       =========    =========       =========     ========

         Income taxes, net of refunds                                  $       8    $      29       $     336     $    118
                                                                       =========    =========       =========     ========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                                         4
<PAGE>
<TABLE>
<CAPTION>

                                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                  (In Thousands)

                                                    (Unaudited)


                                                                         Three Months Ended            Nine Months Ended
                                                                              June 30,                     June 30,
                                                                      ------------------------      ----------------------
                                                                         1999         1998             1999         1998
                                                                         ----         ----             ----         ----
<S>                                                                    <C>          <C>             <C>           <C>
SUPPLEMENTAL DISCLOSURES OF NONCASH
     INVESTING ACTIVITIES
     Transfers from loans to real estate acquired

         through foreclosure                                           $      -     $      -        $      -      $    241
                                                                       =========    =========       =========     ========

     Additions to loans resulting from sales of
         real estate owned                                             $       3    $     153       $      -      $    153
                                                                       =========    =========       =========     ========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       5

<PAGE>


                   PROGRESSIVE BANCORP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)


NOTE 1 - Basis of Presentation

The  Company's  unaudited  consolidated  financial  statements  were prepared in
accordance with the instructions for Form 10-QSB and, therefore,  do not include
information  or footnotes  necessary  for a complete  presentation  of financial
position,  results of  operations,  and cash flows in conformity  with generally
accepted  accounting  principles.  In the opinion of  management of the Company,
however,   the  consolidated   financial   statements  reflect  all  adjustments
(consisting of only normal  recurring  accruals)  which are necessary to present
fairly the  consolidated  financial  position  and the  consolidated  results of
operations of the Company.  The consolidated  results of operations for the nine
month periods ended June 30, 1999 and 1998 are not necessarily indicative of the
results which may be expected for an entire year.


NOTE 2 - EARNINGS PER COMMON Share

Basic earnings per share is computed  based upon the weighted  average number of
common  shares  outstanding  during  the  period.  Diluted  income  per share is
computed based upon the weighted average number of shares outstanding during the
period plus the shares that would be  outstanding  assuming  the exercise of the
dilutive stock options.


NOTE 3 - YEAR 2000 COMPLIANCE

The Company presently  believes that with modifications to existing software and
conversion  to new  software,  the year  2000  issue  will not pose  significant
operational problems for the Company's business operations.  To date, management
believes the systems  conversion  finalized  in November  1998 brought its major
operating  system into year 2000  compliance  status.  In addition,  the Company
outsources its computer systems to a third party supplier,  who has informed the
Company that it expects to be year 2000 compliant in mid-1999. Implementation of
the Company's plan to test in-house and  out-sourced  software has been underway
since the first quarter of 1998. Total compliance for all systems, including the
Company's outsourced computer systems, is expected by management to be completed
by  the  third  quarter  of  1999;  management  currently  estimates  that  such
compliance will cost $50,000.  The plan  implementation  team is responsible for
progress and will  continue to provide a status report to the board of directors
on a monthly basis through December 31, 1999. However, if such modifications and
conversions are not made, or are not completed timely, the year 2000 issue could
have a material adverse impact on the operations of the Company. The Company has
in place a contingency plan in the event its outsourced computer systems are not
year 2000  compliant on a timely basis.  In addition,  there can be no assurance
that unforeseen  problems in the Company's  outsourced computer systems will not
have an adverse effect on the Company's systems or operations.  The Company does
not have sufficient information accumulated from customers to enable the Company
to assess the degree to which customers' operations are susceptible to potential
problems relating to the year 2000 issue.

                                       6

<PAGE>


                   PROGRESSIVE BANCORP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)


NOTE 4 - COMPREHENSIVE INCOME

Effective  October  1,  1998,  the  Company  adopted  SFAS  No.  130,  Reporting
Comprehensive Income.  Statement 130 establishes new rules for the reporting and
display  of  comprehensive  income  and its  components.  The  adoption  of this
Statement  had no impact on the Company's  net income or  shareholders'  equity.
Statement 130 requires the  Company's  net change in  unrealized  gain (loss) on
available-for-sale  securities, which prior to adoption were reported separately
in shareholders'  equity, to be included in other  comprehensive  income.  Total
comprehensive income (loss), which was comprised of net income and net change in
unrealized  gain  (loss) on  available-for-sale  securities,  was  approximately
$(152,000)  and  $169,000  for the three  months  ended June 30,  1999 and 1998,
respectively,  and  $(114,000)  and  $557,000 for the nine months ended June 30,
1999 and 1998, respectively.


                                       7
<PAGE>





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


FINANCIAL CONDITION

Total assets  increased  $4.5 million or 5.2 percent from  September 30, 1998 to
June 30, 1999.  Interest-bearing deposits increased $1.3 million or 54.6 percent
from  September  30, 1998 to June 30,  1999.  All money market  investments  and
investment  securities increased $2.1 million or 19.4 percent from September 30,
1998 to June 30, 1999, and  mortgage-back  securities  increased $2.7 million or
35.3 percent during this same period.  Loan receivable,  net, decreased $743,000
or 1.2 percent for this period.  Deposits  increased $5.4 million or 7.8 percent
from September 30, 1998 to June 30, 1999.  The Company,  faced with lower demand
in first mortgage loans and other loan originations,  invested in current coupon
mortgage-back-securities  guaranteed  by GNMA  and  issued  by  FNMA  or  FHLMC.
Investments  were  also  made  in  current  coupon  obligations  issued  by U.S.
Government sponsored agencies.


CAPITAL

Total equity  decreased  $284,000 or 4.2 percent to $6.4 million during the nine
months  ended June 30, 1999,  reflecting  $337,000 in net  unrealized  losses on
available-for-sale  securities, net of taxes at June 30, 1999. The FDIC requires
that the Company meet minimum amounts and ratios of total and Tier I Capital (as
defined in the  regulations) to  risk-weighted  assets (as defined),  and Tier I
Capital (as defined) to average  assets (as defined).  As of June 30, 1999,  the
Company  had total  capital of $7.0  million or 18.09  percent of  risk-weighted
assets and Tier I Capital  of $6.7  million  or 17.39  percent of  risk-weighted
assets or 7.28 percent of average  assets.  As of June 30, 1999, the Company was
in full compliance with all three minimum capital requirements.


LIQUIDITY

FDIC regulations require that savings banks maintain an average daily balance of
liquid assets (cash, certain time deposits, bankers' acceptances,  and specified
United States  Government,  state,  or federal  agency  obligations)  equal to a
monthly average of not less than 5 percent of its net withdrawable deposits plus
short-term borrowing. At June 30, 1999, the Company's average liquidity position
was $17.2  million or 21.7 percent  compared to $12.5 million or 16.6 percent at
September 30, 1998.  The Company  adjusts its liquidity  levels in order to meet
funding  needs for deposit  outflows,  payment of real estate taxes  escrowed on
mortgage loans, repayment of borrowings,  when applicable, and loan commitments.
The Company also adjusts liquidity as appropriate to meet its asset,  liability,
and management objectives.


                                       8
<PAGE>


                              RESULTS OF OPERATIONS


INTEREST INCOME

Interest income increased 2.7 percent or $42,000 for the three months ended June
30, 1999,  compared to the three months  ended June 30,  1998.  Interest  income
increased  1.4  percent  or $63,000  for the nine  months  ended June 30,  1999,
compared to nine months ended June 30, 1998. The increase in interest income for
the  three  months  ended  June  30,  1999  reflected  an  increase  in  average
interest-earning  assets to $88.3  million from $82.5  million for a 7.0 percent
increase or $5.8 million for the three  months ended June 30, 1999,  compared to
the three months ended June 30, 1998. Average  interest-earning  assets of $86.3
million for the nine months ended June 30, 1999,  increased  $4.0 million or 4.9
percent,  compared to the average  interest-bearing  assets of $82.3 million for
the nine months  ended June 30, 1998.  The  increase in interest  income for the
three  months  ended June 30, 1999,  was  partially  offset by a decrease in the
average yield on interest-earning  assets to 7.41 percent from 7.87 percent. The
average yield on interest-earning assets for the nine months ended June 30, 1999
decreased  to 7.52  percent from 7.85 percent for the nine months ended June 30,
1998.


INTEREST EXPENSE

Interest  expense  increased  4.4 percent or $43,000 for the three  months ended
June 30, 1999 compared to the three months ended June 30, 1998. Interest expense
also  increased 3.4 percent or $101,000 for the nine months ended June 30, 1999,
compared to the nine months  ended June 30,  1998.  The  increase  for the three
months ended June 30, 1999, compared to the three months ended June 30, 1998 was
due to an increase in average  deposits of $6.1  million  from $67.9  million to
$74.0 million.  Average  borrowed funds decreased to $9.5 million for the period
ended June 30,  1999,  compared to $10.1  million for the period  ended June 30,
1998.  The increase  for the nine month period ended June 30, 1999,  compared to
the nine month  period  ended June 30,  1998,  was due to an increase in average
deposits of $4.1 million from $68.3 million to $72.4 million.  Average  borrowed
funds were $9.5 million and $9.0 million for the nine month  periods  ended June
30, 1999 and 1998,  respectively.  Helping to offset this increase,  the average
cost of the  deposits  and  borrowed  funds  decreased to 4.93 percent from 5.04
percent for the three months  ended June 30, 1999,  compared to the three months
ended June 30, 1998.  The average  cost of deposits  and borrowed  funds for the
nine months ended June 30, 1999,  was 4.98 percent  compared to the 5.09 percent
for the nine months ended June 30, 1998.



                                       9
<PAGE>


NET INTEREST INCOME

Net interest  income  decreased 0.2 percent or $1,000 and 2.2 percent or $38,000
for the respective three months and nine months ended June 30, 1999, as compared
to these same periods ended June 30, 1998. Contributing to these decreases was a
decline in  originations  of first mortgage and other loans during both periods,
as well as increased first mortgage loan  refinancings in both periods resulting
in lower  interest  rates on the  refinanced  mortgage  loans.  Putting  further
pressure on net interest  income,  the Company  continued  to offer  competitive
interest  rates on savings  deposits in order to compete  with the local  credit
unions,  mutual fund offerings and other  investment  options.  Because of these
factors,  the Company's net interest  spread  declined to 2.48 percent from 2.83
percent for the three months  ended June 30, 1999,  compared to the three months
ended June 30,  1998.  The net interest  rate spread also  declined for the nine
month  period ended June 30, 1999 to 2.53 percent from 2.76 percent for the nine
month period ended June 30, 1998.


PROVISION FOR LOAN LOSSES

The  provision for loan losses for the three months ended June 30, 1999 and 1998
remained the same at $4,000.  The  provision  for the nine months ended June 30,
1999 was $13,000  compared to $10,000 for the nine months  ended June 30,  1998.
This increase was a result of increased  charge-offs  in the Company's  consumer
loan portfolio,  thereby increasing the loan loss provision to maintain adequate
loss  reserves.  Provisions  for losses on first  mortgage loans and real estate
sold on contract are charged to  operations  when the loss becomes  probable and
estimable,  based upon the Bank's past loan loss experience,  known and inherent
risk in the  portfolio,  estimated  values  of the  underlying  collateral,  and
current and prospective  economic  conditions.  In addition,  various regulatory
agencies, as an integral part of their examination process,  periodically review
the Bank's  allowance  for loan  losses.  Such  agencies may require the Bank to
recognize  additions to the allowance for loan losses based on their judgment of
information available to them at the time of their examination.


NONINTEREST INCOME

Noninterest  income  decreased 8.6 percent or $85,000 for the three months ended
June 30, 1999,  and decreased 12.3 percent or $379,000 for the nine months ended
June 30,  1999,  as compared to the three  months and nine months ended June 30,
1998. The Company's wholly owned  subsidiary Pekin Travel Company  experienced a
decrease in agency fees of 9.8  percent or $83,000  for the three  months  ended
June 30, 1999  compared to the three months  ended June 30,  1998.  These agency
fees also  decreased 10.5 percent or $276,000 for the nine months ended June 30,
1999,  compared to the nine months  ended June 30,  1998.  Net gains on sales of
securities  available-for-sale and gains on sales of loans held-for-sale totaled
$22,000  and  $20,000  for the  three  months  ended  June 30,  1999  and  1998,
respectively.   However,   the   decrease   in  market   value  of   investments
available-for-sale  and loans  held-for-sale  was  reflected for the nine months
ended June 30, 1999,  when net gains  totaled  $22,000  compared to net gains of
$111,000  for the nine months  ended June 30,  1998.  Because of the decrease in
loan originations,  fees for the three months ended June 30, 1999 were $5,000 or
13.2 percent  less than for the three  months ended June 30, 1998.  For the nine
months ended June 30,  1999,  loan  origination  fees  decreased  8.7 percent or
$9,000 to $94,000 from $103,000 for the nine months ended June 30, 1998.


                                       10

<PAGE>


NONINTEREST EXPENSE

Noninterest  expense increased 3.0 percent or $38,000 for the three months ended
June 30,  1999,  compared  to the three  months  ended  June 30,  1998.  For the
comparable  nine  months  ended  June 30,  1999 and  1998,  noninterest  expense
decreased $11,000 or 0.3 percent.  With less volume from the travel agency, fees
related  to the cost of sales for the travel  agency  decreased  7.6  percent or
$61,000 for the three months  ended June 30, 1999,  compared to the three months
ended June 30, 1998.  The travel agency cost of sales also decreased 9.7 percent
or $241,000 for the nine months ended June 30, 1999, compared to the nine months
ended June 30, 1998.

The Company's  compensation  and benefits cost increased 14.0 percent or $32,000
for the three  months  ended June 30,  1999,  compared to the three months ended
June 30,  1998.  For the nine months  ended June 30, 1999 these costs  increased
13.4  percent or  $93,000  compared  to the nine  months  ended  June 30,  1998.
Employee  benefits costs  increased  $21,000 for the three months ended June 30,
1999,  compared to the three  months  ended June 30,  1998.  For the nine months
ended June 30, 1999,  benefits  costs  increased  $65,000,  compared to the nine
months ended June 30, 1998.  These increases  resulted from the Company changing
its officer  insurance  coverage and insurance  carriers.  The majority of these
increases in benefit costs were one time costs only.  Other  operating costs for
the nine  months  ended June 30,  1999,  increased  20.1  percent  or  $137,000,
compared to the nine months ended June 30, 1998.  One time costs  related to the
Company's on-line  conversion  totaling  $128,000  accounted for the majority of
this increase.


NET INCOME

Net income  decreased  14.4 percent or $26,000 for the  comparable  three months
ended June 30, 1999 and 1998. Net income  decreased 48.9 percent or $280,000 for
the nine months ended June 30, 1999,  compared to the nine months ended June 30,
1998.  The net  decrease  for the three  month  comparable  periods was mainly a
result of the decreased  volume in the travel agency fees less the travel agency
cost of sales. This net figure decreased $22,000 for the three months ended June
30, 1999, compared to the three months ended June 30, 1998.  Contributing to the
decrease for the nine months  ended June 30,  1999,  compared to the nine months
ended June 30, 1998, the Company's net interest income  decreased 2.2 percent or
$38,000.   Because   of  a  decline   in  the   market   value  of   investments
available-for-sale, the Company did not have available-for-sale securities to be
sold at a gain during the nine months ended June 30, 1999,  compared to the nine
months  ended June 30,  1998,  resulting in a decrease in net gain from sales of
$29,000.  Also  contributing to the decrease were the one time costs  associated
with the Company's on-line conversion of $137,000 for the nine months ended June
30, 1999.  Also part of the decrease for the nine months ended June 30, 1999 was
the expensing of unamortized  organizational costs associated with the formation
of the Company's bank holding company in October 1997. This totaled $33,000, net
of income taxes.


                                       11
<PAGE>


SAFE HARBOR STATEMENT

This report contains certain  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange  Act  of  1934,  as  amended.   The  Company  intends  such
forward-looking  statements  to be covered  by the safe  harbor  provisions  for
forward-looking  statements  contained in the Private  Securities  Reform Act of
1995,  and is  including  this  statement  for  purposes  of these  safe  harbor
provisions.  Forward-looking statements,  which are based on certain assumptions
and describe future plans,  strategies,  and  expectations  of the Company,  are
generally  identifiable  by use  of the  words  "believe",  "expect",  "intend",
"anticipate",  "estimate",  "project",  or similar  expressions.  The  Company's
ability to predict results or the actual effect of future plans or strategies is
inherently uncertain.

Factors which could have a material  adverse effect on the operations and future
prospects of the Company and the subsidiaries  include,  but are not limited to,
changes   in:    interest    rates,    general    economic    conditions,    the
legislative/regulatory  situation,  monetary  and  fiscal  policies  of the U.S.
Government,  including  policies of the U.S.  Treasury  and the Federal  Reserve
Board, the quality of composition of the loan or investment  portfolios,  demand
for loan products, deposit flows, competition,  demand for financial services in
the Company's market area, and accounting principles,  policies, and guidelines.
These risks and uncertainties should be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements.

Further  information   concerning  the  Company  and  its  business,   including
additional factors that could materially affect the Company's financial results,
is  included  in  the  Bank's  filings  with  the  Federal   Deposit   Insurance
Corporation.

                                       12


<PAGE>

                  PROGRESSIVE BANCORP, INC. AND SUBSIDIARIES



PART II. OTHER INFORMATION


Item 1.  Legal Proceeding

      There are no material  legal  proceedings to which the Company or the Bank
      is a party or of which  any of their  property  is  subject.  From time to
      time,  the Bank is a party to various  legal  proceedings  incident to its
      business.

Item 2.  Changes in Securities

      None.

Item 3.  Defaults upon Senior Securities

      Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders

      None.

Item 5.  Other Information

      None.

Item 6.  Exhibits and Reports on Form 8_K

      (a)  Exhibits: none

      (b)  Reports on Form 8_K: none





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                                   SIGNATURES

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


                                      PROGRESSIVE BANCORP, INC.
                                      (Registrant)


DATE: August 13, 1999                  By:   /s/ Arthur E. Krile, Jr.
                                          --------------------------------------
                                          Arthur E. Krile, Jr., President and
                                            Chief Executive Officer









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