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

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

                                  FORM 10-QSB/A
                                (Amendment No. 1)

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

     For the quarterly period ended December 31, 1998
----                                -----------------

                                       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 December 31, 1998
-------------------------------------             -----------------------------
Common Stock, par value $.01per 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
                           December 31, 1998 (Unaudited) and
                           September 30, 1998....................................................................1

                      Condensed Consolidated Statements of Income
                           (Unaudited) for the Three months ended
                           December 31, 1998 and 1997............................................................2

                      Condensed Consolidated Statements of Cash Flows
                           (Unaudited) for the Three months ended
                           December 31, 1998 and 1997............................................................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>

                                                                                 December 31,  September 30,
                                                                                     1998          1998
                                                                                     ----          ----
                                                                                          (Unaudited)
                                     Assets

<S>                                                                                 <C>         <C>     
Cash and amounts due from banks ...............................................   $  1,901    $  1,639
Interest-bearing deposits .....................................................      4,677       2,308
Money market investments and investment securities:
     Held-to-maturity, at amortized cost (estimated fair
         value of $3,300 and $4,299, respectively) ............................      3,246       4,235
     Available-for-sale, at fair value ........................................      7,802       6,827
Mortgage-backed securities:
     Held-to-maturity, at amortized cost (estimated fair
         value of $2,650 and $3,215, respectively) ............................      2,627       3,183
     Available-for-sale, at fair value ........................................      4,690       4,484
Loans receivable, net of allowance for loan loss of
     $232 and $228, respectively ..............................................     61,891      61,999
Other assets ..................................................................      2,695       2,577
                                                                                  --------    --------


Total assets ..................................................................   $ 89,529    $ 87,252
                                                                                  ========    ========


                      Liabilities and Stockholders' Equity

Deposits ...............................................................          $ 71,870    $ 69,791
Borrowed funds .............................................................         9,500       9,500
Accrued expenses and other liabilities .....................................         1,523       1,308
                                                                                  --------    --------

                  Total liabilities ........................................        82,893      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 at December 31, 1998 and
         September 30, 1998 ...................................................          2           2
     Paid-in surplus ..........................................................      1,430       1,430
     Retained earnings, substantially restricted ..............................      6,477       6,452
     Net unrealized gain on available-for-sale securities,
         net of taxes ........................................... .............         27          69
                                                                                  --------    --------
                                                                                     7,936       7,953
     Treasury stock, 25,000 shares at cost ......................... ..........     (1,300)     (1,300)
                                                                                  --------    --------

                  Total stockholders' equity ..................................      6,636       6,653
                                                                                  --------    --------


Total liabilities and stockholders' equity ....................................   $ 89,529    $ 87,252
                                                                                  ========    ========

</TABLE>


     See accompanying notes to condensed consolidated financial statements.

                                        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
                                                                                                December 31,
                                                                                               1998     1997
                                                                                             ------   ------
<S>                                                                                            <C>     <C>  
Interest income
     Loans receivable:
         First mortgage loans ............................................................   $  927   $  896
         Other loans .....................................................................      284      283
     Mortgage-backed securities ..........................................................      110      128
     Interest-bearing deposits ...........................................................       49       52
     Money market investments and investment securities ..................................      174      192
                                                                                             ------   ------

                  Total interest income ..................................................    1,544    1,551
                                                                                             ------   ------


Interest on deposits .....................................................................      884      879


Interest on borrowed funds ...............................................................      138      116
                                                                                             ------   ------

                  Total interest expense .................................................    1,022      995
                                                                                             ------   ------

                  Net interest income ....................................................      522      556


Provision for loan losses ................................................................        4        3
                                                                                             ------   ------

                  Net interest income after provision
                      for loan losses ....................................................      518      553
                                                                                             ------   ------


Noninterest income
     Travel agency fees ..................................................................      687      693
     Net gain on sales of loans held-for-sale ............................................       --       21
     Loan origination fees ...............................................................       35       26
     Other ...............................................................................       69       71
                                                                                             ------   ------

                  Total noninterest income ...............................................      791      811
                                                                                             ------   ------


Noninterest expense
     Travel agency cost of sales .........................................................      663      667
     Compensation and benefits ...........................................................      247      237
     Other operating expenses ............................................................      307      213
                                                                                             ------   ------

                  Total noninterest expense ..............................................    1,217    1,117
                                                                                             ------   ------

</TABLE>

                                        2
<PAGE>



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

                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                            Three Months Ended
                                                                                                December 31,
                                                                                               1998       1997
                                                                                               ----       ----
<S>                                                                                       <C>        <C>    
                  Income before income taxes and
                      cumulative effect of change
                      in accounting principle ...........................                  $     92   $    247


Income taxes ............................................................                        34         89
                                                                                           --------   --------

                  Income before cumulative effect of
                      change in accounting principle ....................                        58        158


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


Net income ..............................................................                  $     25   $    158
                                                                                           ========   ========


Basic income per share
     Before cumulative effect of accounting change ......................                  $    .39   $    .94
     Accounting change ..................................................                      (.22)        --   
                                                                                           --------   --------

     Basic income per share .............................................                  $    .17   $    .94
                                                                                           ========   ========


Diluted income per share
     Before cumulative effect of accounting change ......................                  $    .37   $    .89
     Accounting change ..................................................                      (.21)        --   
                                                                                           --------   --------

     Diluted income per share ...........................................                  $    .16   $    .89
                                                                                           ========   ========


Weighted average number of common
     shares outstanding
         Basic ..........................................................                   149,473    168,172
                                                                                           ========   ========

         Diluted ........................................................                   154,712    178,757
                                                                                           ========   ========
</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
                                                                                     December 31,        
                                                                                  1998           1997
                                                                                  ----           ----
<S>                                                                               <C>         <C>     
Cash flows from operating activities
     Net cash provided by (used in) operating activities .......................   $   (20)   $   135
                                                                                   -------    -------


Cash flows from investing activities
     Principal received on mortgage-backed securities ..........................       816        728
     Proceeds from the maturity of investment securities .......................     2,000        500
     Purchase of investment securities .........................................    (1,997)    (1,124)
     Purchase of mortgage-backed securities ....................................      (492)      (502)
     Net decrease (increase) in loans receivable ...............................        47       (546)
     Other .....................................................................      --           (5)
                                                                                   -------    -------

                  Net cash provided by (used in) investing
                      activities ...............................................       374       (949)
                                                                                   -------    -------


Cash flows from financing activities
     Net increase (decrease) in deposits .......................................     2,079       (148)
     Other .....................................................................       198        176
                                                                                   -------    -------

                  Net cash provided by financing activities ....................     2,277         28
                                                                                   -------    -------


Net increase (decrease) in cash and
     cash equivalents ..........................................................     2,631       (786)


Cash and cash equivalents at beginning
     of period .................................................................     3,947      4,968
                                                                                   -------    -------


Cash and cash equivalents at end of period .....................................   $ 6,578    $ 4,182
                                                                                   =======    =======



Supplemental  disclosures of cash flow  information Cash paid during the periods
     for:
         Interest on deposits and borrowed funds ...............................   $ 1,022    $   995
                                                                                   =======    =======

         Income taxes, net of refunds ..........................................   $   194    $  --   
                                                                                   =======    =======


Supplemental disclosures of noncash
     investing activities
     Transfers from loans to real estate acquired through
         foreclosure ...........................................................   $    57    $   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 three
month periods ended December 31, 1998 and 1997 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.  Testing  of  applications  considered  to be
"mission  critical" are  scheduled for  completion by the first quarter of 1999.
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 (loss), which was comprised of net income and net change in
unrealized  gain  (loss) on  available-for-sale  securities,  was  approximately
$(17,000)  and $175,000  for the three months ended  December 31, 1998 and 1997,
respectively.


NOTE 5 - RESTATEMENT

The  condensed  consolidated  financial  statements  for the three  months ended
December  31,  1998 have been  restated  to properly  recognize  costs  incurred
related to the Company's on-line  conversion.  The result of this restatement is
to decrease total  stockholders'  equity and net income by $66,000.  Also, basic
income  per share and  diluted  income  per  share  decreased  by $.44 and $.43,
respectively.










                                       6

<PAGE>



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


FINANCIAL CONDITION

Total assets increased by $2.3 million or 2.6 percent from September 30, 1998 to
December 31, 1998.  Interest-bearing  deposits  increased  $2.4 million or 102.6
percent.  All money  market  investments  and  investment  securities  decreased
$14,000.  All mortgage-backed  securities  decreased $350,000 or 4.6 percent for
the same  period.  Loans  receivable  decreased  $108,000  or 0.2  percent.  The
Company's deposits increased $2.1 million or 3.0 percent from September 30, 1998
to December 31, 1998.


CAPITAL

Total  stockholders'  equity  decreased  $17,000 or 0.3 percent to $6.6  million
during the three months ended  December 31,  1998.  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 December 31, 1998,  the Company
had total  capital of $6.8 million or 15.8 percent of  risk-weighted  assets and
Tier I Capital of $6.6 million or 15.3 percent of  risk-weighted  assets and 7.6
percent of average  assets.  As of December  31,  1998,  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 December 31, 1998,  the Company's  average  liquidity
position  was $13.3  million or 17.8 percent  compared to $13.6  million or 18.2
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 borrowing,  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  decreased  0.5  percent or $7,000 for the three  months  ended
December  31,  1998,  compared to the three  months  ended  December  31,  1997.
Contributing to this decrease,  the average yield on interest earning assets was
7.6  percent for the three  months  ended  December  31,  1998,  compared to 7.8
percent for the three months ended December 31, 1997.  Offsetting this decrease,
the  Company's  average  earnings  assets were $84.5  million for a $2.3 million
increase for the three months ended December 31, 1998, compared to $82.2 million
for the three months ended December 31, 1997.


INTEREST EXPENSE

Interest  expense  increased  2.7 percent or $27,000 for the three  months ended
December 31, 1998,  compared to the three months ended  December 31, 1997.  This
increase resulted from an increase in the Company's average deposit base of $3.3
million from $76.9 million for the three months ended December 31, 1997 to $80.2
million for the three months ended December 31, 1998. The Company's average cost
of  deposits  and  borrowed  funds was 5.1 percent  for the three  months  ended
December 31, 1998,  compared to 5.2 percent for the three months ended  December
31, 1997.


NET INTEREST INCOME

Net interest income  decreased 6.1 percent or $34,000 for the three months ended
December 31, 1998,  compared to the three months ended  December 31, 1997.  This
decrease was  affected by the net increase of the average  deposit base over the
average  earnings  assets of $1 million for the  respective  three  months ended
December 31, 1998 and 1997. Also contributing to the decrease, the Company's net
interest  spread  decreased to 2.50 percent for the three months ended  December
31,  1998,  compared  to an interest  rate spread of 2.62  percent for the three
months ended December 31, 1997. The interest rate yield curve  continued at flat
levels for the three months ended  December 31, 1998. The ten year treasury note
averaged  4.66 percent and the thirty year  treasury  bond averaged 5.09 percent
for the three  months  ended  December  31,  1998.  For the three  months  ended
December  31,  1997,  the average  rate on the ten year  treasury  note was 5.92
percent and the average rate on the thirty year  treasury bond was 6.16 percent.
The rates  received on the Company's  earning  assets  followed these lower rate
trends;  however,  because of  competition  from local  credit  unions and other
financial  institutions with alternative  savings and investment  products,  the
Company was not able to lower rates paid on its  savings  products as much.  The
Company's interest rate spread continued to narrow.


PROVISION FOR LOAN LOSSES

The Company  continues to make provisions for loan losses as needed based on its
"Policy Statement  Regarding  General Valuation  Allowances." Loss provisions of
$4,000  and  $3,000  were made for the  respective  three  month  periods  ended
December 31, 1998 and 1997.


                                       8
<PAGE>



NONINTEREST INCOME

Noninterest  income  decreased 2.5 percent or $20,000 for the three months ended
December  31,  1998,  compared to the three  months  ended  December  31,  1997.
Contributing  to this  decrease,  the  Company  had no net gain on sale of loans
held-for-sale for the three months ended December 31, 1998, compared to gains of
$21,000 for the three  months ended  December  31, 1997.  Because of lower rates
being  offered  on other  investment  products,  the  Company  chose to hold the
originated loans in its portfolio.


NONINTEREST EXPENSE

Noninterest expense increased 9.0 percent or $100,000 for the three months ended
December 31, 1998,  compared to the three months ended December 31, 1997. Travel
agency cost of sales  decreased  $4,000 for the three months ended  December 31,
1998,  compared to the three months ended  December 31, 1997.  Compensation  and
benefits increased $10,000 for the comparable three month periods ended December
31, 1998 and 1997,  respectively.  This was due primarily as a result of regular
compensation merit increases. Other operating expenses increased $94,000 for the
three  months  ended  December  31,  1998,  compared to the three  months  ended
December 31, 1997.  Costs related to the  Company's  recent  on-line  conversion
totaling $107,000 accounted for the increase. Off setting this increase was real
estate owned expenses,  including loss provision on real estate, which decreased
$5,000. This decrease was a result of less activity in real estate owned for the
comparable three month periods ended December 31, 1998 and 1997.


CUMULATIVE   EFFECT  ON  PRIOR  YEARS  (TO  SEPTEMBER  30,  1998)  OF  EXPENSING
ORGANIZATIONAL COSTS AS INCURRED

On October 1, 1998, in accordance with Statement of Position 98-5,  Reporting on
the Costs of Start-Up  Activities,  the Company elected to expense the remaining
unamortized  balance  of  $54,000  for  organizational  costs  incurred  in  the
formation of the bank holding company, Progressive Bancorp, Inc.


NET INCOME

Net  income  decreased  84.2  percent or  $133,000  for the three  months  ended
December 31, 1998,  compared to the three  months ended  December 31, 1997.  The
decrease was a result of the costs related to the Company's  on-line  conversion
totaling  $107,000 and the narrowing of the Company's net interest  margin.  Net
interest income decreased  $34,000 for the three months ended December 31, 1998,
compared to the same period ended December 31, 1997.  Also  contributing  to the
decrease was the expensing of unamortized  organizational  costs associated with
the  formation of the bank holding  company.  This  amounted to $33,000,  net of
income taxes, for the three months ended December 31, 1998.


                                       9
<PAGE>




                   PROGRESSIVE BANCORP, INC. AND SUBSIDIARIES



PART II.       OTHER INFORMATION


Item 1.       Legal Proceedings

      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: Exhibit 27 - EDGAR Financial Data Schedule

      (b)  Reports on Form 8-K: none

                                       

                                       10
<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 18, 1999           BY:      /s/ Arthur E. Krile, Jr.     
                                      ------------------------------------------
                                      Arthur E. Krile, Jr., President and
                                        Chief Executive Officer







                                       


















                                       11