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 March 31, 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 March 31, 1999
-------------------------------------             --------------------------
Common Stock, par value $.01per share                      174,473



<PAGE>



                   PROGRESSIVE BANCORP, INC. AND SUBSIDIARIES


<TABLE>
<CAPTION>

                                                       INDEX


                                                                                                              Page
PART I.   FINANCIAL INFORMATION

<S>                                                                                                           <C>     
         Item 1.      Financial Statements

                      Condensed Consolidated Balance Sheets as of March 31, 1999
                           (Unaudited) and September 30, 1998....................................................1

                      Condensed  Consolidated  Statements of Income  (Unaudited)
                           for the three months ended March 31, 1999 and 1998
                           and the six months ended March 31, 1999 and 1998......................................2

                      Condensed   Consolidated    Statements   of   Cash   Flows
                           (Unaudited) for the three months ended March 31, 1999
                           and 1998 and the six months ended March 31, 1999 and 1998.............................4

                      Notes to Condensed Consolidated Financial Statements.......................................5

         Item 2.      Management's Discussion and Analysis of Financial
                           Condition and Results of Operations...................................................7
</TABLE>


PART II.  OTHER INFORMATION











<PAGE>

                                           PART I. FINANCIAL INFORMATION

                                           Item 1. Financial Statements

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

                                                                                   March 31,
                                                                                     1999           September 30,
                                                                                  (Unaudited)           1998
                                                 ASSETS

<S>                                                                               <C>               <C>       
Cash and amounts due from banks                                                   $    1,572        $    1,639
Interest-bearing deposits                                                              5,666             2,308
Money market investments and investment securities:
     Held-to-maturity, at amortized cost (estimated fair
         value of $1,553 and $4,299, respectively)                                     1,505             4,235
     Available-for-sale, at fair value                                                 9,875             6,827
Mortgage-backed securities:
     Held-to-maturity, at amortized cost (estimated fair
         value of $1,761 and $3,215, respectively)                                     1,747             3,183
     Available-for-sale, at fair value                                                 5,799             4,484
Loans receivable, net of allowance for loan loss of
     $236 and $228, respectively                                                      62,217            61,999
Other assets                                                                           2,830             2,577
                                                                                  ----------        ----------


Total assets                                                                      $   91,211        $   87,252
                                                                                  ==========        ==========


                                       LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                                          $   73,258        $   69,791
Borrowed funds                                                                         9,500             9,500
Accrued expenses and other liabilities                                                 1,762             1,308
                                                                                  ----------        ----------

                  Total liabilities                                                   84,520            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                                       6,589             6,452
     Net unrealized gain (loss) on available-for-sale
         securities, net of taxes                                                        (30)               69
                                                                                  ----------        ----------
                                                                                       7,991             7,953
     Treasury stock, 25,000 shares at cost                                            (1,300)           (1,300)
                                                                                  ----------        ----------

                  Total stockholders' equity                                           6,691             6,653
                                                                                  ----------        ----------


Total liabilities and stockholders' equity                                        $   91,211        $   87,252
                                                                                  ==========        ==========
</TABLE>
     

     See accompanying notes to condensed consolidated financialstatements.

                                        1

<PAGE>




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

                                                    (Unaudited)

<TABLE>
<CAPTION>

                                                                     Three Months Ended              Six Months Ended
                                                                          March 31,                      March 31,        
                                                                ----------------------------   ---------------------------
                                                                     1999           1998           1999            1998
                                                                     ----           ----           ----            ----
<S>                                                             <C>             <C>            <C>            <C>    
Interest income
     Loans receivable:
         First mortgage loans                                   $        956    $        896   $      1,883   $      1,792
         Other loans                                                     287             283            571            566
     Mortgage-backed securities                                          109             126            219            254
     Interest-bearing deposits                                            61              39            110             91
     Money market investments and
         investment securities                                           170             211            344            403
                                                                ------------    ------------   ------------   ------------

              Total interest income                                    1,583           1,555          3,127          3,106
                                                                ------------    ------------   ------------   ------------


Interest on deposits                                                     873             849          1,757          1,728


Interest on borrowed funds                                               131             124            269            240
                                                                ------------    ------------   ------------   ------------

              Total interest expense                                   1,004             973          2,026          1,968
                                                                ------------    ------------   ------------   ------------

              Net interest income                                        579             582          1,101          1,138


Provision for loan losses                                                  5               3              9              6
                                                                ------------    ------------   ------------   ------------

              Net interest income after provision
                  for loan losses                                        574             579          1,092          1,132
                                                                ------------    ------------   ------------   ------------


Noninterest income
     Travel agency fees                                                  894           1,081          1,581          1,774
     Net gain on sales of securities available-
         for-sale                                                         -               32             -              32
     Net gain on sales of loans held-for-sale                             -               38             -              59
     Loan origination fees                                                26              39             61             65
     Other                                                                87              91            156            162
                                                                ------------    ------------   ------------   ------------

              Total noninterest income                                 1,007           1,281          1,798          2,092
                                                                ------------    ------------   ------------   ------------


Noninterest expense
     Travel agency cost of sales                                         846           1,022          1,509          1,689
     Compensation and benefits                                           278             227            525            464
     Other operating expenses                                            285             233            592            446
                                                                ------------    ------------   ------------   ------------

              Total noninterest expense                                1,409           1,482          2,626          2,599
                                                                ------------    ------------   ------------   ------------
</TABLE>



<PAGE>



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

                                                    (Unaudited)
<TABLE>
<CAPTION>


                                                                     Three Months Ended              Six Months Ended
                                                                          March 31,                      March 31,        
                                                                ----------------------------   ---------------------------
                                                                     1999           1998           1999            1998
                                                                     ----           ----           ----            ----
<S>           <C>                                               <C>             <C>            <C>            <C>    
              Income before income taxes and
                  cumulative effect of change
                  in accounting principle                       $        172    $        378   $        264   $       625


Income taxes                                                              60             145             94           234
                                                                ------------    ------------   ------------   -----------

              Income before cumulative effect
                  of change in accounting
                  principle                                              112             233            170            391


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


Net income                                                      $        112    $        233    $        137   $       391
                                                                ============    ============    ============   ===========


BASIC INCOME Per share
     Before cumulative effect of accounting
         change                                                 $        .75    $       1.38   $       1.14   $       2.32
     Accounting change                                                    -               -             .22             - 
                                                                ------------    ------------   ------------   ------------

     Basic income per share                                     $        .75    $       1.38   $        .92   $       2.32
                                                                ============    ============   ============   ============


DILUTED INCOME Per share
     Before cumulative effect of accounting
         change                                                 $        .73    $       1.30   $       1.10   $       2.19
     Accounting change                                                    -               -             .21             - 
                                                                ------------    ------------   ------------   ------------

     Diluted income per share                                   $        .73    $       1.30   $        .89   $       2.19
                                                                ============    ============   ============   ============


Weighted average number of
     common shares outstanding
     Basic                                                           149,473         168,181        149,473        168,176
                                                                ============    ============   ============   ============

     Diluted                                                         154,105         178,776        154,467        178,776
                                                                ============    ============   ============   ============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.
                                        3


<PAGE>



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

                                                    (Unaudited)

<TABLE>
<CAPTION>

                                                                         Three Months Ended            Six Months Ended
                                                                              March 31,                    March 31,      
                                                                         1999         1998             1999         1998
<S>                                                                    <C>          <C>             <C>           <C>    
Cash flows from operating activities
     Net cash provided by operating activities                         $      63    $     441       $      43     $    576
                                                                       ---------    ---------       ---------     --------


Cash flows from investing activities
     Principal received on mortgage-backed securities                      1,324          403           2,140        1,131
     Proceeds from the maturity of investment securities                   4,500        1,000           6,500        1,500
     Proceeds from sale of investment securities available-
         for-sale                                                             -         1,025              -         1,025
     Purchase of investment securities                                    (4,939)      (3,010)         (6,936)      (4,134)
     Purchase of mortgage-backed securities                               (1,530)          -           (2,022)        (502)
     Net increase in loans receivable                                       (365)        (666)           (318)      (1,212)
     Other                                                                    (4)         (12)             (4)         (17)
                                                                       ---------    ---------       ---------     --------

                  Net cash used in investing activities                   (1,014)      (1,260)           (640)      (2,209)
                                                                       ---------    ---------       ---------     --------


Cash flows from financing activities
     Net increase (decrease) in deposits                                   1,388         (874)          3,467       (1,022)
     Proceeds from FHLB advances                                              -         1,500              -         1,500
     Other                                                                   223          171             421          347
                                                                       ---------    ---------       ---------     --------

                  Net cash provided by financing activities                1,611          797           3,888          825
                                                                       ---------    ---------       ---------     --------


Net increase (decrease) in cash and cash
     equivalents                                                             660          (22)          3,291        (808)


Cash and cash equivalents at beginning
     of period                                                             6,578        4,182           3,947       4,968     
                                                                       ---------    ---------       ---------    --------


Cash and cash equivalents at end of
     period                                                              $ 7,238   $    4,160       $   7,238   $   4,160
                                                                       =========    =========       =========   =========

Supplemental  disclosures of cash flow  information 
 Cash paid during the periods for:
         Interest on deposits and borrowed funds                       $   1,005    $     966       $   2,027     $  1,962
                                                                       =========    =========       =========     ========

         Income taxes, net of refunds                                  $     134    $      89       $     328     $     89
                                                                       =========    =========       =========     ========


Supplemental disclosures of noncash
     investing activities
     Transfers from loans to real estate acquired
         through foreclosure                                           $      34    $      -        $      91     $    241
                                                                       =========    =========       =========     ========

</TABLE>

     See accompanying notes to condensed consolidated financial statements.
                                        4
                      
<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 six
month  periods ended March 31, 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.

                                       5

<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,  which was  comprised  of net  income  and net  change in
unrealized  gain  (loss) on  available-for-sale  securities,  was  approximately
$55,000  and  $213,000  for the three  months  ended  March  31,  1999 and 1998,
respectively,  and $38,000 and  $388,000 for the six months ended March 31, 1999
and 1998, respectively.

                                       6

<PAGE>



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


FINANCIAL CONDITION

Total assets  increased  $4.0 million or 4.5 percent from  September 30, 1998 to
March 31,  1999.  Interest-bearing  deposits  increased  $3.4  million  or 145.5
percent from September 30, 1998 to March 31, 1999. Money market  investments and
investment  securities increased $318,000 or 2.9 percent from September 30, 1998
to March 31, 1999. Loans receivable,  net, increased $218,000 or 0.4 percent for
this period.  Deposits  increased $3.5 million or 5.0 percent from September 30,
1998 to  March  31,  1999.  The  Company,  faced  with a flat  yield  curve  and
uncertainty in the direction of interest  rates,  chose a conservative  approach
and left most of the  Company's  deposit  increase  in  liquid  interest-bearing
deposits.


CAPITAL

Total equity  decreased  $38,000 or 0.6 percent to $6.7  million  during the six
months ended March 31,  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 March 31, 1999, the Company had total capital of $7.0
million or 16.02 percent of risk-weighted assets, Tier I Capital of $6.9 million
or 15.40 percent of risk-weighted  assets, and Tier I Capital of $6.9 million or
7.85 percent of average  assets.  As of March 31, 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 March  31,  1999,  the  Company's  average  liquidity
position was $15.7  million or 20.24  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.

                                       7

<PAGE>



                              RESULTS OF OPERATIONS


INTEREST INCOME

Interest  income  increased  1.8 percent or $28,000 for the three  months  ended
March 31, 1999,  compared to the three  months  ended March 31,  1998.  Interest
income  increased  by 0.7 percent or $21,000 for the six months  ended March 31,
1999,  compared to the six months ended March 31, 1998. The increase in interest
income for the three  months  ended  March 31,  1999  reflected  an  increase in
average  interest-earning  assets to $86.2  million from $83.2 million for a 3.6
percent  increase of $3.0  million for the three  months  ended March 31,  1999,
compared to the three  months  ended March 31,  1998.  Average  interest-earning
assets of $85.3 million for the six months ended March 31, 1999  increased  $3.1
million or 3.8 percent compared to the average  interest-earning assets of $82.2
million for the six months ended March 31, 1998. The increase in interest income
for the three months ended March 31, 1999,  compared to the same period in 1998,
was  partially  offset by a decrease  in the average  yield on  interest-earning
assets to 7.56  percent  from 7.90  percent for these  respective  periods.  The
average yield on interest-earning assets for the six months ended March 31, 1999
was 7.57  percent,  compared to 7.85  percent for the six months ended March 31,
1998.

INTEREST EXPENSE

Interest  expense  increased  3.2 percent or $31,000 for the three  months ended
March 31, 1999,  compared to the three  months  ended March 31,  1998.  Interest
expense also increased 2.9 percent or $58,000 for the six months ended March 31,
1999, compared to the six months ended March 31, 1998.

The increase  for the three  months ended March 31, 1999,  compared to the three
months  ended March 31, 1998 was due to an increase in average  deposits of $4.3
million from $68.2 million to $72.5 million. The average borrowed funds remained
at $9.5 million for the respective  three month periods ended March 31, 1999 and
1998.  The increase  for the six month period ended March 31, 1999,  compared to
the six month  period  ended March 31,  1998,  was due to an increase in average
deposits of $3.1 million from $68.5 million to $71.6 million.  Average  borrowed
funds  remained  unchanged at $9.5 million for the six month periods ended March
31, 1999 and 1998.  Helping to offset  this  increase,  the average  cost of the
deposits and borrowed funds  decreased to 4.89 percent from 5.06 percent for the
three months ended March 31, 1999,  compared to the three months ended March 31,
1998.  The average cost of deposits and borrowed  funds for the six months ended
March 31, 1999 was 5.00 percent, compared to the 5.12 percent for the six months
ended March 31, 1998.

                                       8

<PAGE>



NET INTEREST INCOME

Net interest  income  decreased 0.5 percent or $3,000 and 3.3 percent or $37,000
for the respective three and six month periods ended March 31, 1999, as compared
to these same periods ended March 31, 1998.  Contributing to the decrease in net
interest  income for both the three and six month  periods  ended March 31, 1999
was the decrease in loan  originations of first mortgage and other loans.  Also,
first mortgage  refinances  increased with these refinanced loans carrying lower
interest  rates  than the  original  loans.  Adding  continued  pressure  on net
interest income,  the Company continued to offer  competitive  interest rates on
savings deposits in order to compete with other local credit unions, mutual fund
offerings,  and other investment  sources. To help offset some of this pressure,
the Company offered selected specific term certificates at slightly higher rates
to avoid offering the higher rates to all savings deposit  products.  Because of
the above mentioned factors,  the Company's net interest spread declined to 2.67
percent from 2.84 percent for the three months ended March 31, 1999, compared to
the same period ended March 31, 1998. For the respective six month periods ended
March 31, 1999 and March 31,  1998,  the net interest  spread  decreased to 2.57
percent from 2.73 percent.

PROVISION FOR LOAN LOSSES

The  provision for loan losses was $5,000 and $9,000 for the three and six month
periods  ended March 31, 1999,  respectively,  compared to $3,000 and $6,000 for
the same periods ended March 31, 1998,  respectively.  The Company increased its
loss  provisions in both periods to offset  specific  consumer loan charge offs.
The  Company's  overall   delinquency  rate  remains  low;  however,   continued
monitoring of the  Company's  loan  portfolio  for potential  loan problems is a
priority.

NONINTEREST INCOME

Noninterest  income  decreased  by 21.4 percent or $274,000 for the three months
ended March 31, 1999 and  decreased  14.1 percent or $294,000 for the six months
ended March 31,  1999,  as compared to the three and six months  ended March 31,
1998.  Travel agency fees from the Company's wholly owned  subsidiary  decreased
$187,000 or 17.3 percent for the three months ended March 31, 1999,  compared to
the three  months  ended  March 31,  1998.  A decrease  in these  agency fees of
$193,000 or 10.9  percent  was  experienced  for the six months  ended March 31,
1999,  compared to the six months ended March 31, 1998. Also contributing to the
decrease,   there  were  no   realized   gains  on  the   Company's   securities
available-for-sale portfolio for the three and six month periods ended March 31,
1999, compared to the net realized gains of $32,000 for both the three month and
six month periods  ended March 31, 1998.  The same held for net gain on sales of
loans held-for-sale as no gains were realized for either the three and six month
periods  ended March 31, 1999.  For the  respective  three and six month periods
ended March 31, 1998, net gain on sales of loans  held-for-sale were $38,000 and
$59,000, respectively.

                                       9

<PAGE>



NONINTEREST EXPENSE

Noninterest  expense decreased 4.9 percent or $73,000 for the three months ended
March 31, 1999,  compared to the three months ended March 31, 1998.  For the six
months ended March 31,  1999,  compared to the same period ended March 31, 1998,
noninterest  expense increased  $27,000.  Travel agency cost of sales decreased,
along with the decrease in travel agency fees,  $176,000 or 17.2 percent for the
three months  ended March 31, 1999,  compared to the same period ended March 31,
1998. The travel agency cost of sales decreased $180,000 or 10.7 percent for the
six months  ended March 31,  1999,  compared  to the six months  ended March 31,
1998.  Compensation and benefits costs increased $51,000 or 22.5 percent for the
three months ended March 31, 1999,  compared to the three months ended March 31,
1998.  These same costs  increased  $61,000 or 13.1  percent  for the six months
ended March 31, 1999,  compared to the six months ended March 31, 1998.  Benefit
costs accounted for the majority of these increases.  For the three months ended
March 31, 1999, benefit costs increased $38,000 or 97.4 percent, compared to the
three months  ended March 31,  1998.  Benefit  costs  increased  $39,000 or 45.9
percent  for the six months  ended  March 31,  1999,  compared to the six months
ended March 31, 1998. Other operating expenses increased $52,000 or 22.3 percent
for the three months  ended March 31,  1999,  compared to the three months ended
March 31, 1998. Other operating  expenses increased $146,000 or 32.7 percent for
the six months ended March 31, 1999,  compared to the six months ended March 31,
1998. Costs related to the Company's recent on-line conversion totaling $107,000
accounted for the majority of this increase over the six month period.


NET INCOME

Net income  decreased  51.9 percent or $121,000 for the three months ended March
31,  1999,  compared  to the three  months  ended  March 31,  1998.  Net  income
decreased  65.0  percent or $254,000  for the six months  ended March 31,  1999,
compared to the six months ended March 31, 1998. The decrease in the three month
period was due primarily to decreases in noninterest income, specifically in net
gain on sales of  securities  available-for-sale  and net gain on sales of loans
held-for-sale  totaling  $70,000  for the three  months  ended  March 31,  1999,
compared to the same period ended March 31, 1998. Decreases in net gain on sales
of securities  available-for-sale  and net gain on sales of loans  held-for-sale
totaling  $91,000  and  increases  in other  noninterest  expense  of  $146,000,
specifically  $107,000  costs for the Company's new on-line  conversion  system,
accounted  for the  majority  of the  decrease  in net income for the six months
ended March 31, 1999,  compared to the same period  ended March 31,  1998.  Also
contributing  to the  six  month  decrease  was  the  expensing  of  unamortized
organizational  costs  associated  with the  formation  of the Company as a bank
holding company in October 1997. This amounted to $33,000, net of income taxes.


                                       10

<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

                                       11

<PAGE>




                                   SIGNATURES

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


                                         PROGRESSIVE BANCORP, INC.
                                            (Registrant)


DATE: May 17, 1999              BY:      /s/ Arthur E. Krile, Jr.     
                                         ---------------------------------------
                                         Arthur E. Krile, Jr., President and
                                                    Chief Executive Officer































                                       12